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Tiny Ltd. Audit Report / Information 2025
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Audit Report / Information
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TINY LTD.
Consolidated Financial Statements
(Expressed in Canadian dollars)
Years ended December 31, 2025 and 2024
KPMG
KPMG LLP
PO Box 10426 777 Dunsmuir Street
Vancouver BC V7Y 1K3
Canada
Telephone (604) 691-3000
Fax (604) 691-3031
INDEPENDENT AUDITOR'S REPORT
To the Board of Directors of Tiny Ltd.
Opinion
We have audited the consolidated financial statements of Tiny Ltd. (the Entity), which comprise:
- the consolidated statements of financial position as at December 31, 2025 and December 31, 2024
- the consolidated statements of net loss and comprehensive loss for the years then ended
- the consolidated statements of changes in equity for the years then ended
- the consolidated statements of cash flows for the years then ended
- and notes to the consolidated financial statements, including a summary of material accounting policies
(Hereinafter referred to as the "financial statements").
In our opinion, the accompanying financial statements present fairly, in all material respects, the consolidated financial position of the Entity as at December 31, 2025 and December 31, 2024, and its consolidated financial performance and its consolidated cash flows for the years then ended in accordance with IFRS Accounting Standards as issued by the International Accounting Standards Board.
Basis for Opinion
We conducted our audit in accordance with Canadian generally accepted auditing standards. Our responsibilities under those standards are further described in the "Auditor's Responsibilities for the Audit of the Financial Statements" section of our auditor's report.
We are independent of the Entity in accordance with the ethical requirements that are relevant to our audit of the financial statements in Canada and we have fulfilled our other ethical responsibilities in accordance with these requirements.
We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.
KPMG LLP, an Ontario limited liability partnership and member firm of the KPMG global organization of independent member firms affiliated with KPMG International Limited, a private English company limited by guarantee. KPMG Canada provides services to KPMG LLP. Document classification: Confidential.
KPMG
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Key Audit Matters
Key audit matters are those matters that, in our professional judgment, were of most significance in our audit of the financial statements for the year ended December 31, 2025. These matters were addressed in the context of our audit of the financial statements as a whole, and in forming our opinion thereon, and we do not provide a separate opinion on these matters.
We have determined the matters described below to be the key audit matters to be communicated in our auditor's report.
Evaluation of the initial measurement of the fair value of contingent consideration and the fair value of the acquired intangible assets related to the Serato Audio Research Limited ("Serato") business combination.
Description of the matter
We draw attention to Notes 2(d)(ii), 3(b) and 4(a) to the consolidated financial statements. On May 12, 2025, the Company acquired 66% of the issued and outstanding shares of Serato for total consideration of $102,534,968. The acquisition was accounted for as a business combination. The purchase consideration included contingent consideration payable if certain performance targets are met within two years of the acquisition date. The Entity estimated the initial fair value of the contingent consideration to be $16,858,712. The Entity estimated the fair value of the acquired intangible assets, which includes software, brand, customer relationships and affiliate relationships intangibles, to be $100,736,700 ("acquired intangibles"). The estimate of fair values for a business combination involves judgment in determining the fair values assigned to the assets acquired and the liabilities assumed on the acquisition. The determination of the estimated initial fair value of contingent consideration and the fair value of acquired intangibles involves a variety of assumptions, the most significant being forecasted revenue, forecasted earnings before interest, taxes, depreciation and amortization ("EBITDA") and discount rates.
Why the matter is a key audit matter
We identified the evaluation of the initial measurement of the fair value of contingent consideration and the fair value of the acquired intangible assets related to the Serato business combination as a key audit matter. The matter represented a significant risk of material misstatement given the magnitude of the balances and high degree of estimation uncertainty in determining the initial measurement of the fair value of contingent consideration and the fair value of acquired intangibles. Significant auditor judgment and involvement of those with specialized skills and knowledge were required in performing and evaluating the results of our procedures due to the sensitivity of fair values to changes in the significant assumptions.
How the matter was addressed in the audit
The primary procedures we performed to address this key audit matter included the following:
- We evaluated the Entity's forecasted revenues and forecasted EBITDA assumptions by comparing those assumptions to the Entity's past performance and industry data.
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- We compared the Entity's forecasted revenue and forecasted EBITDA to actual post-acquisition results to assess the Entity's ability to accurately predict forecasted revenues and forecasted EBITDA.
- We involved valuation professionals with specialized skills and knowledge, who assisted in evaluating the discount rate assumptions by comparing the Entity's discount rates against discount rate ranges that were independently developed using publicly available market data for comparable entities.
Evaluation of the recoverable amount of the WeCommerce consolidated group of cash generating units
Description of the matter
We draw attention to Notes 2(d)(iii), 3(f) and 8 to the financial statements. During the year ended December 31, 2025, the Company recorded an impairment to goodwill of $34,915,645 related to the WeCommerce consolidated group of cash generating units (CGU). Goodwill is tested for impairment annually, or more frequently if events or changes in circumstances indicate that it might be impaired. The recoverable amount of a CGU is the greater of the CGU's fair value less cost to sell and value in use. In determining the estimated recoverable amount of the CGU, the Entity calculated the value in use based on a discounted cash flow model which included significant assumptions related to forecasted revenue, operating margins and the pre-tax discount rate.
Why the matter is a key audit matter
We identified the evaluation of the recoverable amount of the WeCommerce consolidated group of cash generating units as a key audit matter. This matter represented a significant risk of material misstatement given the high degree of estimation uncertainty in determining the CGU's value in use. Significant auditor judgment and the involvement of those with specialized skills and knowledge were required in performing and evaluating the results of our procedures due to the sensitivity of the value in use to changes in certain significant assumptions.
How the matter was addressed in the audit
The primary procedures we performed to address this key audit matter included the following:
- We evaluated the Entity's forecasted revenues and operating margin assumptions by comparing those assumptions to the Entity's past performance, industry data, and assessing against comparable companies.
- We involved valuation professionals with specialized skills and knowledge, who assisted in evaluating the pre-tax discount rate assumption by comparing the Entity's discount rate against a discount rate range that was independently developed using publicly available market data for comparable entities.
Evaluation of the fair value of the investments held by Tiny Fund I LP
Description of the matter
We draw attention to Notes 2(d)(v) and 9(a) to the financial statements. The Entity accounts for its interest in Tiny Fund I LP using the equity method to retain the fair value accounting of the underlying investments of the fund. The investment in Tiny Fund I LP as at December 31, 2025 is $44,726,952 and equity income recognized
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for the year ended December 31, 2025 is $9,224,736. For certain of the investments in private companies carried at fair value in Tiny Fund I LP, the Company determines these fair values using a market approach based on significant assumptions including sustainable earnings before interest, taxes, depreciation and amortization (EBITDA) and a multiplier.
Why the matter is a key audit matter
We identified the evaluation of the fair value of the investments held by Tiny Fund I LP as a key audit matter. This matter represented an area of significant risk of material misstatement given the magnitude of the balance and the high degree of estimation uncertainty in determining the fair value of the investments. Significant auditor judgment and the involvement of those with specialized skills and knowledge were required in performing and evaluating the results of our procedures due to the sensitivity of the fair value to changes in certain significant assumptions.
How the matter was addressed in the audit
The primary procedures we performed to address this key audit matter included the following:
- For a selection of such investments, we evaluated the appropriateness of the investments' sustainable EBITDA assumptions by considering the investments' past performance and forecast.
- For a selection of such investments, we compared historical cash flow forecasts to actual results to assess management's ability to accurately determine sustainable revenues and expenses.
- For a selection of such investments, we involved valuation professionals with specialized skills and knowledge, who assisted in evaluating the EBITDA multiple assumption by comparing the investments' EBITDA multiple to publicly available data for comparable entities and assessing the resulting EBITDA multiple.
Other Information
Management is responsible for the other information. Other information comprises:
- the information included in Management's Discussion and Analysis.
Our opinion on the financial statements does not cover the other information and we do not and will not express any form of assurance conclusion thereon.
In connection with our audit of the financial statements, our responsibility is to read the other information identified above and, in doing so, consider whether the other information is materially inconsistent with the financial statements or our knowledge obtained in the audit and remain alert for indications that the other information appears to be materially misstated.
We obtained the information included in Management's Discussion and Analysis as at the date of this auditor's report. If, based on the work we have performed on this other information, we conclude that there is a material misstatement of this other information, we are required to report that fact in the auditor's report.
We have nothing to report in this regard.
KPMG
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Responsibilities of Management and Those Charged with Governance for the Financial Statements
Management is responsible for the preparation and fair presentation of the financial statements in accordance with IFRS Accounting Standards as issued by the International Accounting Standards Board, and for such internal control as management determines is necessary to enable the preparation of financial statements that are free from material misstatement, whether due to fraud or error.
In preparing the financial statements, management is responsible for assessing the Entity's ability to continue as a going concern, disclosing as applicable, matters related to going concern and using the going concern basis of accounting unless management either intends to liquidate the Entity or to cease operations, or has no realistic alternative but to do so.
Those charged with governance are responsible for overseeing the Entity's financial reporting process.
Auditor's Responsibilities for the Audit of the Financial Statements
Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditor's report that includes our opinion.
Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with Canadian generally accepted auditing standards will always detect a material misstatement when it exists.
Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of the financial statements.
As part of an audit in accordance with Canadian generally accepted auditing standards, we exercise professional judgment and maintain professional skepticism throughout the audit.
We also:
- Identify and assess the risks of material misstatement of the financial statements, whether due to fraud or error, design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion.
The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control.
-
Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Entity's internal control.
-
Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by management.
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-
Conclude on the appropriateness of management's use of the going concern basis of accounting and, based on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on the Entity's ability to continue as a going concern. If we conclude that a material uncertainty exists, we are required to draw attention in our auditor's report to the related disclosures in the financial statements or, if such disclosures are inadequate, to modify our opinion. Our conclusions are based on the audit evidence obtained up to the date of our auditor's report. However, future events or conditions may cause the Entity to cease to continue as a going concern.
-
Evaluate the overall presentation, structure and content of the financial statements, including the disclosures, and whether the financial statements represent the underlying transactions and events in a manner that achieves fair presentation.
-
Communicate with those charged with governance regarding, among other matters, the planned scope and timing of the audit and significant audit findings, including any significant deficiencies in internal control that we identify during our audit.
-
Provide those charged with governance with a statement that we have complied with relevant ethical requirements regarding independence, and communicate with them all relationships and other matters that may reasonably be thought to bear on our independence, and where applicable, related safeguards.
-
Plan and perform the group audit to obtain sufficient appropriate audit evidence regarding the financial information of the entities or business units within the group as a basis for forming an opinion on the group financial statements. We are responsible for the direction, supervision and review of the audit work performed for purposes of the group audit. We remain solely responsible for our audit opinion.
-
Determine, from the matters communicated with those charged with governance, those matters that were of most significance in the audit of the financial statements of the current period and are therefore the key audit matters. We describe these matters in our auditor's report unless law or regulation precludes public disclosure about the matter or when, in extremely rare circumstances, we determine that a matter should not be communicated in our auditor's report because the adverse consequences of doing so would reasonably be expected to outweigh the public interest benefits of such communication.
KPMG LLP
Chartered Professional Accountants
The engagement partner on the audit resulting in this auditor's report is Rikki Senghera.
Vancouver, Canada
March 30, 2026
TINY LTD.
Consolidated Statements of Financial Position
(Expressed in Canadian dollars)
December 31, 2025 and 2024
| Notes | December 31, 2025 | December 31, 2024 | |
|---|---|---|---|
| Assets | |||
| Current assets | |||
| Cash and cash equivalents | $ | $ 29,252,259 | $ 22,862,394 |
| Trade and other receivables | 5 | 14,885,918 | 14,059,004 |
| Income taxes receivable | 599,218 | 2,625,403 | |
| Current portion of due from equity-accounted investees | 18 | 196,626 | 474,513 |
| Current portion of lease receivable | 11 | 28,749 | 111,758 |
| Prepaid expenses | 2,727,010 | 2,056,908 | |
| Other current assets | 146,141 | 10,120 | |
| 47,835,921 | 42,200,100 | ||
| Capital assets | 6 | 2,029,019 | 5,495,955 |
| Intangible assets | 7 | 160,902,073 | 104,962,622 |
| Right-of-use assets | 11 | 3,329,924 | 27,267 |
| Goodwill | 8 | 184,258,787 | 143,906,005 |
| Investments | 9 | 52,085,553 | 44,810,607 |
| Derivatives | 24 | 1,889,544 | 683,639 |
| Due from equity-accounted investees | 18 | 1,799,349 | 3,143,880 |
| Lease receivable | 11 | – | 26,619 |
| Other assets | 735,611 | 564,798 | |
| Deferred tax assets | 19 | 10,114,548 | 4,708,306 |
| $ | $ 464,980,329 | $ 350,529,798 | |
| Liabilities and Shareholder’s Equity | |||
| Current liabilities | |||
| Trade and other payables | 10 | $ 29,132,939 | $ 24,518,897 |
| Current portion of debt | 12 | 8,650,082 | 16,161,159 |
| Income taxes payable | 4,764,611 | 5,989,747 | |
| Due to equity-accounted investees | 18 | 8,530 | 13,829 |
| Current portion of lease liabilities | 11 | 649,011 | 220,226 |
| Contingent consideration payable | 23 | – | 921,686 |
| Derivatives | 24 | 288,159 | 19,784 |
| Deferred revenue | 16 | 10,603,484 | 13,679,764 |
| 54,096,816 | 61,525,092 | ||
| Deferred income tax liabilities | 19 | 29,282,658 | 6,109,997 |
| Redemption liability | 4 | 13,034,279 | – |
| Lease liabilities | 11 | 2,857,758 | 48,405 |
| Contingent consideration payable | 23 | 21,559,969 | – |
| Debt | 12 | 90,064,307 | 100,775,756 |
| Convertible debentures | 13 | 28,113,643 | – |
| 239,009,430 | 168,459,250 | ||
| Shareholder’s equity | |||
| Share capital | 14 | 227,486,957 | 183,443,922 |
| Reserves | 4 | 37,228,459 | 47,455,711 |
| Accumulated other comprehensive (loss)/income | (789,002) | 3,875,434 | |
| Deficit | (93,750,964) | (59,872,213) | |
| Non-controlling interest | 55,795,449 | 7,167,694 | |
| 225,970,899 | 182,070,548 | ||
| $ | $ 464,980,329 | $ 350,529,798 |
Contingencies and commitments 23
Subsequent events 12(a), 25
The accompanying notes are an integral part of these consolidated financial statements.
Approved on behalf of the board of directors of the Company (the "Board"):
"/s/ Andrew Wilkinson"
Director
"/c/ Chris Sparling"
Director
TINY LTD.
Consolidated Statements of Net Loss and Comprehensive Loss
(Expressed in Canadian dollars)
Years ended December 31, 2025 and 2024
| Notes | December 31, 2025 | December 31, 2024 | |
|---|---|---|---|
| Revenue | 16 | $ 203,753,802 | $ 194,232,353 |
| Expenses | |||
| Compensation | 104,302,222 | 103,860,054 | |
| Marketplace content costs | 24,230,949 | 27,788,494 | |
| Hosting fees | 10,761,517 | 9,012,136 | |
| Travel, meals and entertainment | 2,558,533 | 2,422,204 | |
| Share-based compensation | 15 | 2,185,108 | 2,091,052 |
| Professional fees | 8,813,402 | 10,124,238 | |
| Subscription and other | 9,342,320 | 9,304,008 | |
| Depreciation and amortization | 6, 7, 11 | 41,230,267 | 35,321,552 |
| Business acquisition costs | 3,758,149 | 1,163,534 | |
| Advertising and promotion | 8,129,187 | 7,232,548 | |
| Bad debts | 1,916,501 | 1,322,105 | |
| Bank charges | 418,823 | 367,650 | |
| 217,646,978 | 210,009,575 | ||
| Loss from operations | (13,893,176) | (15,777,222) | |
| Interest expense | (12,111,025) | (10,930,422) | |
| Gain/(loss) on sale of subsidiaries | 4 | 8,652,723 | (103,200) |
| Fair value adjustment to financial instruments | (285,750) | 2,088,843 | |
| Fair value adjustment to contingent consideration | 23 | (5,085,017) | (871,607) |
| Fair value adjustment to redemption liability | 4 | 1,357,281 | – |
| Gain on disposal of intangible assets | – | 1,481,060 | |
| Impairment of non-financial assets | 8 | (35,538,690) | (18,687,379) |
| Share of earnings from equity investments | 9 | 8,807,068 | 2,146,089 |
| Foreign exchange gain/(loss) | 4,101,766 | (9,878,673) | |
| Other income | 17 | 8,469,536 | 929,549 |
| Loss before income taxes | (35,525,284) | (49,602,962) | |
| Income tax (expense)/recovery | |||
| Current | 19 | (7,510,629) | (7,885,220) |
| Deferred | 19 | 9,242,111 | 9,928,683 |
| Net loss for the year | (33,793,802) | (47,559,499) | |
| Attributable to: | |||
| Parent’s interest | (33,878,751) | (48,677,428) | |
| Non-controlling interests | 84,949 | 1,117,929 | |
| (33,793,802) | (47,559,499) | ||
| Other comprehensive income/(loss) | |||
| Items that may be reclassified to income or loss | |||
| Foreign exchange (loss)/gain on translating foreign operations | $ (7,141,552) | $ 7,452,152 | |
| (40,935,354) | (40,107,347) | ||
| Attributable to: | |||
| Parent’s interest | $ (38,543,187) | $ (42,029,021) | |
| Non-controlling interests | (2,392,167) | 1,921,674 | |
| (40,935,354) | (40,107,347) | ||
| Loss per share | |||
| Basic | 20 | $ (1.24) | $ (2.12) |
| Diluted | 20 | (1.24) | (2.12) |
The accompanying notes are an integral part of these consolidated financial statements.
TINY LTD.
Consolidated Statements of Changes in Equity
(Expressed in Canadian dollars)
Years ended December 31, 2025 and 2024
| Notes | Common shares # (1) | Share capital $ | Equity component convertible debentures $ | Other equity $ | Reserves $ | Contributed surplus $ | Accumulated other comprehensive Income/(loss) $ | Deficit $ | Non-controlling Interest $ | Total $ | |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Balance, December 31, 2023 | 22,414,729 | 160,930,335 | - | - | 6,048,258 | 40,884,631 | (2,784,267) | (11,194,785) | 8,669,509 | 202,553,681 | |
| Issuance of shares | 14 | 978,167 | 20,766,028 | - | - | - | - | - | - | - | 20,766,028 |
| Sale of subsidiary | 4 | - | - | - | - | - | - | 11,294 | - | (1,478,713) | (1,467,419) |
| Issuance of common shares on exercise of share options, restricted share units and preferred share units | 14, 15 | 37,786 | 1,747,559 | - | - | - | (1,747,559) | - | - | - | - |
| Share-based compensation | 15 | - | - | - | - | 476,826 | 1,614,226 | - | - | - | 2,091,052 |
| Comprehensive income/(loss) for the year | - | - | - | - | - | - | 6,648,407 | (48,677,428) | 1,921,674 | (40,107,347) | |
| Capital contributions from shareholders | - | - | - | - | - | 179,329 | - | - | - | 179,329 | |
| Dividends | - | - | - | - | - | - | - | - | (1,944,776) | (1,944,776) | |
| Balance, December 31, 2024 | 23,430,682 | 183,443,922 | - | - | 6,525,084 | 40,930,627 | 3,875,434 | (59,872,213) | 7,167,694 | 182,070,548 | |
| Issuance of convertible debt, net of tax | 13 | - | - | 3,793,638 | - | - | - | - | - | - | 3,793,638 |
| Issuance of shares and warrants on conversion of subscription receipts | 14 | 2,175,000 | 16,649,487 | - | - | - | 1,044,000 | - | - | - | 17,693,487 |
| Issuance of common shares on exercise of share options, restricted share units and preferred share units | 14, 15 | 143,501 | 2,557,400 | - | - | - | (2,557,400) | - | - | - | - |
| Share-based compensation | 15 | - | - | - | - | 226,646 | 1,958,462 | - | - | - | 2,185,108 |
| Comprehensive loss for the year | - | - | - | - | - | - | (4,664,436) | (33,878,751) | (2,392,167) | (40,935,354) | |
| Acquisition of Serato, net of transaction costs | 4, 14 | 3,670,057 | 25,179,433 | - | (14,698,166) | - | - | - | - | 52,821,044 | 63,302,311 |
| Capital contributions from shareholders | - | - | - | - | - | 5,568 | - | - | - | 5,568 | |
| Repurchase of common shares under the Normal Course Issuer Bid | 14 | (8,374) | (343,285) | - | - | - | - | - | - | - | (343,285) |
| Dividends | - | - | - | - | - | - | - | - | (1,801,122) | (1,801,122) | |
| Balance, December 31, 2025 | 29,410,866 | 227,486,957 | 3,793,638 | (14,698,166) | 6,751,730 | 41,381,257 | (789,002) | (93,750,964) | 55,795,449 | 225,970,899 |
- As described in Note 14, on October 1, 2025, the Company completed a share consolidation of its issued and outstanding common shares at a consolidation ratio of 8:1, the common shares have been retrospectively adjusted to reflect the share consolidation in these consolidated financial statements.
The accompanying notes are an integral part of these consolidated financial statements.
TINY LTD.
Consolidated Statements of Cash Flows
(Expressed in Canadian dollars)
Years ended December 31, 2025 and 2024
| Notes | December 31, 2025 | December 31, 2024 | ||
|---|---|---|---|---|
| Cash provided by/(used in): | ||||
| Operating activities | ||||
| Net loss for the year | $ | (33,793,802) | $ (47,559,499) | |
| Adjustments for: | ||||
| Depreciation and amortization | 6, 7, 11 | 41,230,267 | 35,321,552 | |
| Share-based compensation | 15 | 2,185,108 | 2,091,052 | |
| Income tax recovery | 19 | (1,731,482) | (2,043,463) | |
| Interest expense | 12,111,025 | 10,930,422 | ||
| Accretion expense | 13 | 557,890 | – | |
| Fair value adjustment to financial instruments | 208,005 | (2,012,635) | ||
| Gain on disposal of intangible assets | – | (1,481,060) | ||
| (Gain)/loss on sale of subsidiaries | (8,652,723) | 103,200 | ||
| Fair value adjustment to contingent consideration | 23 | 5,085,017 | 871,607 | |
| Fair value adjustment to redemption liability | 4 | (1,357,281) | – | |
| Loss on sale or disposal of assets | 6 | 998,074 | 211,220 | |
| Share of earnings from equity investments | 9 | (8,807,068) | (2,146,089) | |
| Impairment on non-financial assets | 8 | 35,538,690 | 18,688,857 | |
| Bad debts | 1,916,501 | 1,322,105 | ||
| Interest income | 11 | (6,094) | (14,261) | |
| Unrealized foreign exchange (gain)/loss | (5,948,617) | 10,196,573 | ||
| Income taxes paid | (6,770,463) | (6,106,597) | ||
| Changes in non-cash working capital | 21 | (369,241) | 1,528,911 | |
| Cash provided by operating activities | 32,393,806 | 19,901,895 | ||
| Financing activities | ||||
| Dividends paid to NCI | (1,801,122) | (1,944,776) | ||
| Debt, funds received | 12 | 21,373,396 | 12,969,449 | |
| Debt, funds repaid | 12 | (34,072,083) | (37,477,990) | |
| Interest paid on debt | (10,287,928) | (11,232,895) | ||
| Cash financing fees paid for debt amendment | 12 | (1,086,163) | (115,597) | |
| Proceeds from convertible debentures | 13 | 33,392,500 | – | |
| Cash financing fees paid for convertible debentures | 13 | (2,891,666) | – | |
| Lease payments | 11 | (751,146) | (221,648) | |
| Settlement of derivatives | 473,745 | 1,548,770 | ||
| Decrease in restricted cash | – | 258,452 | ||
| Funds received from equity-accounted investees | 255,838 | 179,329 | ||
| Repurchase of shares from Normal Course Issuer Bid | 14 | (343,285) | – | |
| Proceeds from share issuance | 14 | 20,010,000 | 20,766,028 | |
| Cash financing fees paid for share issuance | 14 | (2,386,513) | – | |
| Cash provided by/(used in) financing activities | 21,885,573 | (15,270,878) | ||
| Investing activities | ||||
| Purchase of investments | 9 | (3,495,307) | (4,809,573) | |
| Purchase of capital assets | 6 | (521,106) | (486,876) | |
| Purchase of intangible assets | 7 | (101,341) | (30,416) | |
| Acquisition of subsidiary, net of cash acquired | 4 | (57,857,047) | (3,980,545) | |
| Sale of subsidiary, net of cash | 4 | 8,689,209 | (1,446,653) | |
| Distributions received from investments | 9 | 2,748,868 | 2,386,885 | |
| Proceeds from disposal of capital assets | 3,826,104 | 6,980 | ||
| Proceeds from disposal of intangible assets | – | 1,715,041 | ||
| Proceeds from disposal of investment | 1,263,465 | 170,000 | ||
| Lease payments received | 11 | 115,722 | 115,723 | |
| Funds paid to equity-accounted investees | (965,845) | (1,402,718) | ||
| Contingent consideration payments | 23 | (607,272) | (659,433) | |
| Cash used in investing activities | (46,904,550) | (8,421,585) | ||
| Foreign exchange on cash | (984,964) | (280,674) | ||
| Increase/(decrease) in cash | 6,389,865 | (4,071,242) | ||
| Cash, beginning of the year | 22,862,394 | 26,933,636 | ||
| Cash, end of the year | $ | 29,252,259 | $ 22,862,394 |
Supplementary cash flow information 21
The accompanying notes are an integral part of these consolidated financial statements.
TINY LTD.
Notes to the Consolidated Financial Statements
(Tabular amounts expressed in Canadian dollars, unless otherwise noted)
Years ended December 31, 2025 and 2024
- Incorporation and nature of activities
On April 17, 2023, WeCommerce Holdings Ltd. (a Canadian company listed on the TSX Venture Exchange (the "TSXV") under the symbol "WE") ("WeCommerce") acquired all of the outstanding shares of Tiny Capital Ltd. ("Tiny Capital") by way of a three-cornered amalgamation (the "Merger") with WeCommerce changing its name to Tiny Ltd. (the "Company" or "Tiny").
Upon completion of the Merger, the shareholders of Tiny Capital obtained control over WeCommerce, resulting in a reverse take-over, where the common shares of Tiny Capital were cancelled and the shareholders of Tiny Capital received shares of WeCommerce ("the Share Transaction"). The resulting financial statements are presented as a continuance of Tiny Capital (accounting acquirer).
WeCommerce was incorporated under the Business Corporations Act (British Columbia) (the "BCBCA") on November 27, 2019, and its business involved investing in businesses that develop, sell and support website themes and applications, as well as providing custom solutions for clients on ecommerce platforms. As part of the Share Transaction, the operating business of WeCommerce and its subsidiaries was transferred to WeCommerce Holdings Limited Partnership ("WeCommerce LP"), which was accounted for as a transaction under common control, where the book value method was applied.
Tiny Capital was incorporated under the BCBCA on January 14, 2016. Tiny Capital was an investment holding company that invested in a variety of businesses either directly, through operating subsidiaries, or through a private equity fund where it served as the general partner. Through its operating subsidiaries and equity investees, including Dribbble Holdings Ltd. ("Dribbble") and Beam Digital Ltd. ("Beam"), Tiny Capital engaged in a variety of technology enabled businesses including providing digital product design and engineering agency services, and operating a creative community network and digital asset marketplace.
Tiny was listed on the TSX Venture Exchange under the symbol "TINY" until September 30, 2025. Effective October 1, 2025, the Company's common shares began trading on the Toronto Stock Exchange (the "TSX"). Immediately prior to the graduation, the Company completed a share consolidation (the "Share Consolidation") of its issued and outstanding Class A common shares on the basis of eight (8) pre-Share Consolidation common shares for every one (1) post-Share Consolidation common share. All share and per share information herein has been adjusted to reflect the Share Consolidation for all periods presented.
- Basis of preparation and measurement
(a) Basis of preparation
The financial statements of the Company have been prepared in accordance with IFRS Accounting Standards ("IFRS") as issued by the International Accounting Standards Board ("IASB"). These financial statements were approved by the Board for issue on March 27, 2026.
(b) Basis of measurement and going concern
These financial statements have been prepared on a going concern basis, which contemplates the realization of assets and the payment of liabilities in the ordinary course of business. Should the Company be unable to continue as a going concern, it may be unable to realize the carrying value of its assets and to meet its liabilities as they become due in the normal course.
Management has reviewed their future plans and formed a judgment that the Company has adequate resources to continue as a going concern for the foreseeable future, which management has defined as being at least 12 months from the date of approval of these consolidated financial statements. In arriving at this judgment, management has considered cash flow projections of operations and obligations under financing arrangements.
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Notes to the Consolidated Financial Statements
(Tabular amounts expressed in Canadian dollars, unless otherwise noted)
Years ended December 31, 2025 and 2024
(c) Functional and presentation currency
These financial statements are presented in Canadian dollars, which is the Company's functional currency. The assets and liabilities of subsidiary entities that have a different functional currency from the Company are translated at the exchange rate prevailing at the financial position reporting date. The income statements of such entities are translated at average rates of exchange during the period. All resulting exchange differences are recognized directly in accumulated other comprehensive income/(loss).
Transactions denominated in currencies other than the functional currency are translated by applying the exchange rate prevailing on the date of the transaction. At each reporting date, all monetary assets and liabilities denominated in foreign currencies are translated at the rates prevailing at the financial position reporting date. Any resulting translation adjustments are recognized in the Consolidated Statements of Net Loss and Comprehensive Loss.
(d) Estimates and judgments
The preparation of financial statements in accordance with IFRS requires management to make judgments, estimates and assumptions that affect the application of accounting methods and the amounts recognized in the financial statements. These estimates and the underlying assumptions are established and reviewed continuously on the basis of past experience and other factors considered reasonable in the circumstances. They therefore serve as the basis for making judgments about the carrying value of assets and liabilities that are not readily apparent from other sources. Actual results may differ from the estimates.
Significant judgments and estimates relate to:
(i) Revenue recognition, unbilled revenue and deferred revenue
For certain of its revenue streams, the Company recognizes revenue based on the extent of progress in each period towards completion of the performance obligation. The extent of progress towards completion is based on internal estimates, with reference to the proportion of work performed relative to the deliverable. Due to the nature of the work performed in order to satisfy the performance obligation, management's estimation of percentage of completion requires significant judgement. The assumptions and factors that can affect the accuracy of the estimate, include but are not limited to, the estimated costs for a contract in total, estimated costs to completion at the reporting date and estimated portion of performed obligation delivered.
(ii) Valuation of assets and liabilities acquired in business combinations
In a business combination, the Company may acquire the assets and assume certain liabilities of an acquired entity. The estimate of fair values for these transactions involves judgment in determining the fair values assigned to the tangible and intangible assets acquired and the liabilities assumed on the acquisition. The determination of the estimated initial fair value of contingent consideration and the acquired intangibles involves a variety of assumptions, the most significant being forecasted revenue, forecasted earnings before interest, taxes, depreciation and amortization ("EBITDA") and discount rates. Contingent consideration resulting from business combinations which is classified as a financial liability, is recorded at fair value at the acquisition date as part of the business combination based on expected discounted cash flows and is remeasured to fair value at each reporting date with any subsequent change in fair value recognized in the Consolidated Statements of Net Loss and Comprehensive Loss. The estimation of contingent consideration can require the Company to make estimates of future performance of the acquired business.
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Notes to the Consolidated Financial Statements
(Tabular amounts expressed in Canadian dollars, unless otherwise noted)
Years ended December 31, 2025 and 2024
(iii) Impairment of intangible assets and goodwill
Management assesses indicators of impairment for intangible assets and goodwill at each reporting date and performs a quantitative impairment test for goodwill at least annually and whenever events or circumstances indicate that the carrying amount may not be recoverable. When performing quantitative assessments, forecasts incorporate a number of key estimates and assumptions about future events, which are subject to uncertainty and might materially differ from the actual results. The key assumptions are annual revenue growth rate, operating margins, and pre-tax discount rates. In making these key estimates and judgements, management takes into consideration historical data from both external and internal sources and consideration of future industry trends existing at the reporting dates. These estimates are regularly compared to actual market data and actual transactions entered into by the Company.
(iv) Share-based compensation
The Company measures the cost of share-based compensation transactions with qualifying directors, employees, officers and consultants by reference to the fair value of the equity instruments at the date at which they are granted. These are offered to qualifying directors, employees, officers and consultants in the form of stock options ("Options"), deferred share units ("DSUs"), restricted share units ("RSUs") or performance share units ("PSUs"). Options are settled in equity; DSUs, RSUs and PSUs are settled in cash or equity, or a combination of each, at the option of the Company. Estimating fair value for share-based compensation requires determining the most appropriate valuation model, which is dependent on the terms and conditions of the grant. This estimate also requires determining and making assumptions about the most appropriate inputs to the valuation model including the expected term, volatility, and forfeiture rate. The expected term is determined based on management's estimate of the period of time between grant date and exercise date. Volatility is determined using a comparable peer group until such time as sufficient trading history is available for the Company's own shares.
(v) Valuation of investments held in a fund
For investments in private companies carried at fair value, the Company determines these fair values using a market approach and/or income approach based on a variety of assumptions, including but not limited to transaction price in similar transactions, valuation of comparable companies, and sustainable earnings before interest, taxes, depreciation and amortization provided by the underlying investees, multiplied by a multiplier.
(vi) Determination of functional currency
Determination of functional currency requires management to make judgments in evaluating primary and secondary indicators under IAS 21 The Effect of Changes in Foreign Exchange Rates. Key judgments include the primary economic environment in which the Company operates, the currency that mainly influences sales prices for its services and the costs of labour, and the country whose competitive forces and regulations mainly determine sales prices.
(vii) Recognition of contingent consideration
In certain acquisitions, the purchase consideration transferred by the Company may include contingent consideration which is subject to the acquired business achieving certain performance targets. At the date of acquisition and at each subsequent reporting period, the Company estimates the future performance of acquired businesses, which are subject to contingent consideration, in order to assess the probability that the acquired business will achieve its performance targets and thus earn its contingent consideration. Any change in the fair value of
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Notes to the Consolidated Financial Statements
(Tabular amounts expressed in Canadian dollars, unless otherwise noted)
Years ended December 31, 2025 and 2024
the contingent is included in Consolidated Statements of Net Loss and Comprehensive Loss in the period that the change is determined. Changes in fair value arise as a result of various factors, including the estimated probability of the acquired business achieving its earnings targets.
(viii) Valuation of Redemption feature in Convertible Debentures
The valuation of the derivative instrument resulting from the redemption feature in the Convertible Debentures (as defined in Notes 13 and 24) is partly based on volatility, market yield on interest rates and management's estimate of the likelihood of meeting certain transaction triggers, which is an area of judgment. This is subject to uncertainties and might materially differ from actual results.
3. Material accounting policies
(a) Principles of consolidation and equity accounting
A subsidiary is an entity over which the Company has control, where control indicates exposure or rights to variable returns and the ability to affect those returns through power to direct the activities of the investee. Subsidiaries are consolidated from the date on which control is obtained by the Company.
Principal subsidiaries of the Company are as follows:
| Entity | Country | Ownership percentage at December 31, 2025 | Ownership percentage at December 31, 2024 |
|---|---|---|---|
| Beam Digital Ltd. | Canada | 100% | 100% |
| Dribbble Holdings Ltd. | Canada | 74.49% | 74.49% |
| Tiny Boards Limited Partnership(1) | Canada | -% | 100% |
| Meteor Software Holdings LP | Canada | 100% | 100% |
| WeCommerce Holdings LP | Canada | 100% | 100% |
| MediaNet Solutions, Inc. | United States | 100% | 100% |
| Serato Audio Research Ltd. | New Zealand | 66% | -% |
- Tiny Boards Limited Partnership was sold on September 29, 2025. Refer to Note 4.
Non-controlling interests in the results and equity of subsidiaries are shown separately in the Consolidated Statements of Net Loss and Comprehensive Loss, Consolidated Statements of Changes in Equity and Consolidated Statements of Financial Position, respectively.
An equity-accounted investee is an entity over which the Company has significant influence but not control or joint control. Investments in equity-accounted investees are accounted for using the equity method of accounting.
Under the equity method of accounting, the investments are initially recognized at cost and adjusted thereafter to recognize the Company's share of the post-acquisition profits or losses of the investee in net income, and the Company's share of movements in other comprehensive income of the investee in other comprehensive income. Dividends received or receivable from equity-accounted investees are recognized as a reduction in the carrying amount of the investment.
Inter-company transactions, balances and unrealized gains on transactions between entities are eliminated.
When the Company ceases to consolidate or equity account for an investment because of a loss of control, joint control or significant influence, any retained interest in the entity is remeasured to its fair value, with the change in carrying amount recognized in net income. This fair value becomes the initial
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Notes to the Consolidated Financial Statements
(Tabular amounts expressed in Canadian dollars, unless otherwise noted)
Years ended December 31, 2025 and 2024
carrying amount for the purposes of subsequently accounting for the retained interest as an associate, joint venture or financial asset.
(b) Business combinations and goodwill
Business combinations are accounted for using the acquisition method. Consideration transferred, including assets transferred, equity issued by the Company, liabilities incurred to the former owners of the acquired business, any assets or liabilities resulting from contingent consideration arrangements and pre-existing equity interest in the acquired business are measured at fair value, at the acquisition date. For each business combination, the acquirer is determined to be the entity that obtains control of another entity, the acquiree under IFRS 10 Consolidated Financial Statements. The acquirer measures the non-controlling interest in the acquiree either at fair value or at the appropriate share of the acquiree's identifiable net assets. Identifiable assets acquired and liabilities and contingent liabilities assumed, that meet the conditions for recognition under IFRS 3 Business Combinations are recognized at their fair values, at the acquisition date. Acquisition costs incurred are expensed in the period in which they are incurred except for costs related to shares issued in conjunction with the business combination which are recognized as a deduction from equity, net of tax effects.
If the business combination is achieved in stages, the acquisition date carrying value of the acquirer's previously held equity in the acquiree is remeasured to fair value at the acquisition date. Any gains or losses arising from such remeasurement are recognized in net income.
Goodwill is measured at the excess of the fair value of consideration transferred and amount of non-controlling interest in the acquiree and acquisition date fair value of existing equity interest in the acquiree over the acquisition fair value of the net identifiable assets acquired and liabilities assumed.
If the initial accounting for a business combination is incomplete by the end of the reporting period in which the combination occurs, the Company reports provisional amounts for the items for which the accounting is incomplete. Those provisional amounts are adjusted during the measurement period or additional assets or liabilities are recognized, to reflect new information obtained about facts and circumstances that existed as of the acquisition date that, if known, would have affected the amounts recognized as of that date.
The measurement period is the period from the date of acquisition to the date that the Company obtains complete information about facts and circumstances that existed as of the acquisition date and is subject to a maximum period of one year.
After initial recognition, goodwill is measured at cost less any accumulated impairment loss.
(c) Financial instruments
Financial assets include cash and cash equivalents, trade and other receivables, amounts due from equity-accounted investees, derivatives, and investments in equity securities. Financial liabilities include trade and other payables, debt, derivatives, amounts due to equity-accounted investees, contingent consideration payable, lease liabilities, redemption liability and convertible debentures.
i. Recognition and measurement
At initial recognition, the Company measures a financial instrument at its fair value. The Company classifies its financial instruments as fair value through profit or loss, amortized cost or fair value through other comprehensive income. The classification depends on the Company's business model for managing the financial assets and the contractual terms of the cash flows. Derivatives, investments in equity securities, contingent consideration payable and
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Notes to the Consolidated Financial Statements
(Tabular amounts expressed in Canadian dollars, unless otherwise noted)
Years ended December 31, 2025 and 2024
redemption liability are classified as fair value through profit or loss. All of the Company's other financial instruments are classified and measured at amortized cost.
ii. Cash and cash equivalents
Cash and cash equivalents consist of securities with a maturity date of 3 months or less when acquired.
iii. Trade receivables
Trade receivables relates to credits provided to the Company's customers. The Company applies a simplified approach in calculating expected credit loss ("ECL"). Therefore, the Company does not track changes in credit risk, but instead recognizes a loss allowance at each reporting date, based on its historical credit loss experience, adjusted for forward-looking factors specific to the debtors and the economic environment.
iv. Derivative financial instruments
The Company's derivative financial instruments consist of foreign currency and interest rate swap derivatives. The Company enters into forward exchange contracts for the sale of US dollars at specified future dates solely to protect itself from the cash flow risk attributable to the effect of foreign currency fluctuations on anticipated sales of services denominated in US dollars. The interest rate swap derivatives are used solely to economically hedge the variable rates of a portion of the credit facility, transforming the variable rate exposure to fixed-rate obligations. The Company does not utilize derivatives for trading or speculative purposes.
(d) Capital assets
Capital assets are recorded at historical cost, less accumulated depreciation and impairment, if any. Historical cost includes expenditure that is directly attributable to the acquisition of the items. Depreciation is recognized on a basis that closely reflects the expected pattern of consumption of the future economic benefits embodied in that asset, over the asset's estimated useful life.
The estimated useful lives and the methods of depreciation for the current and comparative periods are as follows:
| Asset class | Basis | Depreciation period |
|---|---|---|
| Building | Declining | 25 years |
| Computer equipment | Straight-line | 3 years |
| Computer software | Straight-line | 3 years |
| Furniture and equipment | Straight-line | 5 years |
| Leasehold improvements | Straight-line | Lesser of initial term and useful life of asset |
(e) Intangible assets
Intangible assets consist of customer relationships and contracts, trade name and brands, software and website, affiliate relationships, foundry relationships, non-compete agreements, and intellectual property. Intangibles acquired in business combinations are recognized at fair value at the acquisition date. Intangible assets are carried at cost, less accumulated amortization and any recognized impairment loss.
The Company recognizes amortization using the straight-line method at rates designed to amortize the cost of the intangible assets over their estimated useful lives.
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Notes to the Consolidated Financial Statements
(Tabular amounts expressed in Canadian dollars, unless otherwise noted)
Years ended December 31, 2025 and 2024
The annual amortization rates are as follows:
| Asset class | Amortization period |
|---|---|
| Customer relationships and contracts | 3-10 years |
| Trade names and brand | 5-15 years |
| Software and website | 4-10 years |
| Affiliate relationships | 10 years |
| Foundry relationships | 15 years |
| Non-compete agreement | 3 years |
| Intellectual property | 2-3 years |
(f) Impairment of non-financial assets
At each reporting date, the Company assesses whether there is an indication that an asset may be impaired. If any indication exists, or when annual impairment testing for an asset is required, the Company estimates the asset's recoverable amount.
The recoverable amount is calculated based on the higher of an asset's, cash-generating unit ("CGU")'s or group of CGU's fair value less costs of disposal and value in use. A CGU is the smallest identifiable group of assets that generates cash inflows that are largely independent of the cash inflows from other assets or group of assets. Goodwill may be allocated to a group of CGUs that is expected to benefit from the synergies of the combination. In assessing value in use, the estimated future cash flows are discounted to their present value using a pre-tax discount rate that reflects current market assessments of the time value of money and the risks specific to the asset. For an asset that does not generate largely independent cash inflows, the recoverable amount is determined for the CGU or group of CGUs to which the asset belongs.
An impairment loss is recognized when the carrying amount of an asset, its CGU or group of CGUs, as applicable, exceeds its recoverable amount. An impairment loss is reversed if there is an indication that an impairment loss recognized in prior periods may no longer exist. An impairment loss is reversed only to the extent that the asset's carrying amount does not exceed the carrying amount that would have been determined, net of depreciation or amortization, if no impairment loss had been recognized.
An impairment loss with respect to goodwill is never reversed.
(g) Share-based payments
The Company and its subsidiaries have restricted stocks and stock option plans, details of which are set out in Note 15.
The grant-date fair value of share-based payment awards granted to employees is recognized as share-based compensation expense, with a corresponding increase in equity, over the vesting period, which is the period over which all of the specified vesting conditions are to be satisfied. The amount recognized as an expense is adjusted to reflect the number of awards for which the related service and non-market performance conditions are expected to be met, such that the amount ultimately recognized as an expense is based on the number of awards that meet the related service and non-market performance conditions at the vesting date.
Stock options
The Company applies the fair value method for Options granted to directors, officers and employees. The fair value of the stock option at the time of granting is determined using the Black-Scholes option pricing model and recognized as a share-based compensation expense over the vesting period with a corresponding increase in equity. Each tranche in an award is considered a separate award with its own
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Notes to the Consolidated Financial Statements
(Tabular amounts expressed in Canadian dollars, unless otherwise noted)
Years ended December 31, 2025 and 2024
vesting period and grant date fair value. When an employee leaves the Company, vested options must be exercised within 60 days, or the options expire.
Any Options that are unvested are reversed in the period that the employee leaves.
Deferred, restricted and performance share units
The respective share units are grants of notional common shares that are redeemable when vested for cash, shares or a combination of both, at the option of the Company, based on the market value of the Company's common shares. The Company intends to settle vested deferred and/or share units through the issuance of one common share per share unit. These share units have been accounted for as equity-settled instruments.
For DSUs and RSUs, the cost of the service received as consideration is initially measured based on the market value of the Company's common shares at the date of the grant. The DSUs vest at the end of a director's tenure at the Company.
PSUs with non-market based vesting conditions are measured at fair value based on the market value of the shares at the date of grant. Remaining PSUs are expected to vest over a period of one to two years. The Company intends to settle PSUs through the issuance of one common share per share unit. These share units have been accounted for as equity-settled instruments.
Options of subsidiary entities
At the end of each period, the entity revises its estimates of the number of options that are expected to vest based on the non-market vesting and service conditions. It recognizes the impact of the revision to original estimates, if any, in net income, with a corresponding adjustment to equity.
For share-based payment awards with non-vesting conditions, the grant-date fair value of the share-based payment is measured to reflect such conditions and there is no true-up for differences between expected and actual outcomes. The Company does not have any awards with non-vesting conditions for the periods presented.
For share-based payments granted based on the shares of any non-wholly owned subsidiaries, the Company has elected to recognize the entire cumulative compensation cost as the parent's equity and no amount is recorded as non-controlling interest prior to exercise of the share options.
(h) Revenue recognition
The Company generates revenue through digital services, its creative platforms and software products and applications.
Digital Services revenue
Digital Services revenue is composed of engineering and design revenue. Revenue is recognized over time, when or as the Company satisfies performance obligations by transferring the promised services to its customers. For contracts where the transaction price is based on a fixed fee, the Company uses the percentage-of-completion method to determine the amount of revenue to recognize in each period. Depending on the nature of the project, the stage of completion is measured using the input method by reference to the contract costs incurred up to the end of the reporting period as a percentage of total estimated costs for each contract or the output method based on the percentage of total deliverables completed compared with all of the milestone requirements outlined by the contract. Estimates of revenues, costs or extent of progress toward completion are revised if circumstances change. Any resulting increases or decreases in estimated revenues or costs are reflected in the Consolidated Statements of Net Loss and Comprehensive Loss in the period in which the circumstances that give rise
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Notes to the Consolidated Financial Statements
(Tabular amounts expressed in Canadian dollars, unless otherwise noted)
Years ended December 31, 2025 and 2024
to the revision become known by management. Because of the nature of services offered, there are no obligations for refunds, returns or warranties.
On the Consolidated Statements of Financial Position, the Company reports the net contract position for each contract as either an asset or a liability. A contract represents an asset where costs incurred plus recognized profits or losses exceed progress billings; a contract represents a liability where the progress billings exceed the costs incurred plus recognized profits or losses.
Creative Platform revenue
Revenue from the Creative Platform segment consists of monthly subscriptions for access to the hosted creative marketplace and social platform, advertising and promotion, virtual courses, and sale of digital goods on the marketplace.
Subscription revenue is recognized over time on a ratable basis over the contractual term, which begins when access to the promised digital goods and service is granted. Revenues received in the year that relate to future access are excluded and instead, are recognized in deferred revenue as a liability. Sale of digital goods on the marketplace are recognized into revenue when a download link for the digital good becomes available to the buyer. Revenue from buyers is recorded on a gross basis while the amounts due to sellers are recorded as marketplace content costs, due to revisions in the marketplace contracts that result in the Company obtaining control of the product prior to transferring it to the buyer.
Revenue from talent support consists of a single recruitment effort or requirement to stand-ready. Revenue from single recruitment efforts are recognized upon receipt of acceptance letter, while revenue related to stand-ready obligations are recognized over time during the contracted period. Revenue from virtual courses is recognized upon delivery of the course material to the end customer, typically in the form of a workshop.
Revenue from advertising and promotion is recognized when the Company satisfies performance obligations based on cost per impression or delivery of the specified sponsorship activity.
Software and Apps
Revenue from the Software and Apps segment consists of software as a service ("SaaS") subscriptions, sale of theme design templates and sale of hardware incorporating software.
SaaS revenue is generated from customers paying for the use of premium versions of the Company's apps and include monthly or annual subscriptions for continued use of the app's premium features. The performance obligation associated with app subscription revenue is ongoing access to the app functionality. Subscription revenue associated with the sale of the app is recognized over time on a ratable basis over the contractual term. The contract terms are monthly or annual and revenue recognition begins on the date that the Company's app is made available to the customer. Payments received in advance of services being rendered are recorded as deferred revenue and recognized over the requisite service period.
Revenue from the sale of themes, subscription-based software, and perpetual licenses is generated from customers purchasing theme the digital products online via various e-commerce platforms or through third party distributors. Subscription revenue is generated from customers paying for access to the Company's software on a monthly or annual basis. Revenue from subscriptions is recognized at a point in time, at the time of invoicing. Perpetual license revenue provides customers with a right to use the software without further performance obligations by the Company. Revenue from the sale of themes and perpetual licenses is recognized at a point in time when control of the license has transferred to the customer or distributor, which is generally the date the customer receives access to the product or the license is delivered or activated. In certain circumstances, the Company provides access to an app for a
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Notes to the Consolidated Financial Statements
(Tabular amounts expressed in Canadian dollars, unless otherwise noted)
Years ended December 31, 2025 and 2024
specific period of time for free with the purchase of a theme or license. The Company has determined these are separate performance obligations and has allocated consideration based on the stand-alone selling prices. Revenue from the provision of the free app is recognized over time, consistent with recurring subscription revenue.
Revenue from the sale of hardware is generated from customers purchasing hardware from a license partner that includes the Company's software. The software provides the customer with the right to use the app without further performance by the Company. Revenue recognized from the sale of hardware is recognized at a point in time when the partner has sold the hardware to the customer.
(i) Income taxes
Income tax expense comprises current and deferred tax. Current tax and deferred tax are recognized in net income except to the extent that it relates to items recognized directly in equity or in other comprehensive income/(loss).
Current tax is the expected tax payable or receivable on the taxable income or loss for the year, using tax rates enacted or substantively enacted at the reporting date, and any adjustment to tax payable in respect of previous years.
Deferred tax is recognized in respect of temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for taxation purposes. Deferred tax is measured at the tax rates that are expected to be applied to temporary differences when they reverse, based on the laws that have been enacted or substantively enacted by the reporting date. Deferred tax assets and liabilities are offset if there is a legally enforceable right to offset current tax liabilities and assets, and they relate to income taxes levied by the same tax authority on the same taxable entity, or on different tax entities, but they intend to settle current tax liabilities and assets on a net basis or their tax assets and liabilities will be realized simultaneously.
A deferred tax asset is recognized for unused tax losses, tax credits and deductible temporary differences, to the extent that it is probable that future taxable profits will be available against which they can be utilized.
(j) Leases
At inception of a contract, the Company assesses whether a contract is, or contains, a lease. A contract is, or contains, a lease if the contract conveys the right to control the use of an identified asset for a period of time in exchange for consideration. As a lessee, the Company recognizes a right-of-use asset, and a lease liability at the commencement date of a lease.
Lease liabilities include the net present value of fixed payments (including in-substance fixed payments) less any lease incentives receivable, variable lease payments that are based on an index or a rate, amounts expected to be payable by the lessee under residual value guarantees, the exercise price of a purchase option if the lessee is reasonably certain to exercise that option, and payments of penalties for terminating the lease if the lease term reflects the lessee exercising that option. The lease payments are discounted using the interest rate implicit in the lease, if that rate can be determined, or the Company's incremental borrowing rate.
Right-of-use assets are measured at cost comprising the amount of the initial measurement of lease liability and any lease payments made at or before the commencement date less any lease incentives received, any initial direct costs, and restoration costs. The right-of-use asset is depreciated over the shorter of the asset's useful life and lease term on a straight-line basis.
14
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Notes to the Consolidated Financial Statements
(Tabular amounts expressed in Canadian dollars, unless otherwise noted)
Years ended December 31, 2025 and 2024
The Company does not recognize right-of-use assets and lease liabilities for short-term leases that have a lease term of 12-months or less and leases of low-value assets. The Company recognizes the lease payments associated with these leases as an expense on a straight-line basis over the lease term.
(k) Share capital
Common shares are classified as equity. Incremental costs directly attributable to the issue of common shares and share options are recognized as a deduction from equity, net of any tax effects.
(l) Segment reporting
Operating segments are components of an entity that engage in business activities from which they earn revenues and incur expenses, the operations for which can be clearly distinguished for which the operating results are regularly reviewed by a chief operating decision maker to make resource allocation decisions and to assess performance.
The Company's Chief Operating Decision Maker ("CODM") is identified as the Chief Executive Officer and the Chief Financial Officer. The CODM is responsible for allocating resources and assessing each entity's performance. The CODM also receives information about the segments' revenue and EBITDA on a monthly basis. EBITDA is net income for the year, excluding taxes, depreciation and amortization, and interest expense. Corporate expenditures which cannot be attributed between various segments, have not been allocated between segments. The Company will report the following segments: Digital Services, Creative Platform, Software and Apps and all other operating segments, which is set out in Note 22.
(m) Loss per share
Basic loss per share is computed by dividing the net loss by the weighted average of (i) the number of retrospectively calculated common shares outstanding from the beginning of the period to the Share Consolidation; and (ii) the number of common shares outstanding from the Share Consolidation to the end of the period. Basic loss per share for the comparative period is computed by the weighted average number of retrospectively calculated common shares outstanding during the period.
Diluted loss per share is determined by adjusting the net loss and the weighted average number of common shares outstanding, adjusted for the effects of all dilutive potential common shares, which are comprised of additional shares from the assumed exercise or conversion of options, DSUs, RSUs, PSUs, convertible debentures and warrants. Anti-dilutive options are not considered in computing the diluted earnings per share.
(n) Compound financial instruments
Compound financial instruments, comprising of Convertible Debentures, are allocated between liability, equity and derivative assets or liabilities embedded in the instrument that are not clearly and closely related.
The liability component is initially recognized at the fair value of a similar liability that does not have an equity conversion option, while any derivative assets or liabilities that are not clearly and closely related are recognized at fair value. The equity component is initially recognized as the difference between the fair value of the compound instrument as a whole and the fair value of the liability component, plus any derivative assets or liabilities, as applicable. Any directly attributable transaction costs are allocated to the liability and equity components in proportion to their initial carrying amounts.
Subsequent to initial recognition, the liability component of a compound financial instrument is measured at amortized cost under the effective interest method. The derivative asset or liability is
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Notes to the Consolidated Financial Statements
(Tabular amounts expressed in Canadian dollars, unless otherwise noted)
Years ended December 31, 2025 and 2024
remeasured at fair value with gains or losses recognized through profit or loss. The equity component of a compound financial instrument is not remeasured.
Interest related to the financial liability is recognized in profit or loss. On conversion, the financial liability is reclassified to equity and no gain or loss is recognized.
(o) Puttable non-controlling interest
Puttable non-controlling interest that provides for settlement in cash or another financial asset are recognized as a redemption liability equal to the present value of the exercise price, at initial recognition, with a corresponding debit to reserves. Changes in value of the redemption liability are recorded in profit or loss at the end of each reporting period. To the extent the non-controlling shareholders have present access to returns associated with the underlying ownership interest, the non-controlling interest will continue to be recognized.
(p) Adoption of new accounting standards
Tiny assesses new standards or amendments to the existing standards to determine whether it may have a material impact on its consolidated financial statements. The following amendment to the existing standards apply for the first time to financial reporting periods commencing on or after January 1, 2025:
- Amendment to IAS 21, Lack of Exchangeability (effective on or after January 1, 2025) - The amendment specifies how an entity should assess whether a currency is exchangeable and how it should determine a spot exchange rate when exchangeability is lacking. An entity is impacted by the amendments when it has a transaction or an operation in a foreign currency that is not exchangeable into another currency at a measurement date for a specified purpose.
Tiny adopted the above amendment as of January 1, 2025, and there has been no significant impact on the consolidated financial statements as of and for the year ended December 31, 2025.
(q) New standards and interpretations not yet adopted
IASB has issued following new amendments to the standards before December 31, 2025, with an effective date for accounting periods ending on or after January 1, 2026:
- Amendments to the Classification and Measurement of Financial Instruments: Amendments to IFRS 9, Financial Instruments and IFRS 7, Financial Instruments: Disclosures
In May 2024, the IASB issued 'Amendments to the Classification and Measurement of Financial Instruments (Amendments to IFRS 9 and IFRS 7)'. The amendments clarify the date of recognition and derecognition of some financial assets and financial liabilities, with a new exception that permits companies to elect to derecognize certain financial liabilities settled via electronic payment systems earlier than the settlement date. It also clarifies guidance on assessing whether a financial asset meets the solely payments of principal and interest criterion, it adds new disclosures for certain instruments with contractual terms that can change cash flows and updates the disclosures for equity instruments designated at fair value through other comprehensive income. The amendments apply for annual reporting periods beginning on or after January 1, 2026, and are applied retrospectively. The Company is currently evaluating the impact of the new standard on its consolidated financial statements.
- IFRS 18: Presentation and Disclosure in Financial Statements
In April 2024, the IASB published its new standard IFRS 18 'Presentation and Disclosures in Financial Statements' that will replace IAS 1 'Presentation of Financial Statements' which sets
TINY LTD.
Notes to the Consolidated Financial Statements
(Tabular amounts expressed in Canadian dollars, unless otherwise noted)
Years ended December 31, 2025 and 2024
out presentation and base disclosure requirements for financial statements. The changes, which mostly affect the income statement, includes the introduction of categories and defined subtotals to allow better comparison between entities. It also include the introduction of requirements to improve aggregation and disaggregation of line items presented on the primary financial statements that aim at additional relevant information and ensure that material information is not obscured. Companies will also have to disclose information on Management-defined Performance Measures ("MPMs") in the notes to the financial statements. The amendments apply for annual reporting periods beginning on or after January 1, 2027, and are applied retrospectively.
The Company is in the process of assessing the impact of the new accounting standard, particularly with respect to the structure of the Company's statements of the profit an loss, the statement of cash flows and the additional disclosures required for MPMs. The Company is also assessing the impact on how information is grouped in the Financial Statements, including for items currently labelled as "other".
4 Business combinations and dispositions
(a) Business combinations
Serato Audio Research Limited ("Serato")
On May 12, 2025, the Company acquired 66% (the "Serato Acquisition") of the issued and outstanding shares of Serato Audio Research Limited ("Serato"), a global DJ software company, in exchange for $60,426,823 in cash and 3,670,057 of the Company's common shares.
If certain revenue growth and Adjusted Earnings Before Interest, Taxes, Depreciation and Amortization ("EBITDA") performance targets are met within two years of the acquisition date, further consideration is payable. The Company will satisfy the first $20,997,000 (USD$15,000,000) of contingent consideration in cash, with any additional contingent consideration to be paid through a combination of cash and up to 625,000 of the Company's common shares, at the Company's discretion, based on a volume weighted average value or volume weighted average price. The fair value of the contingent consideration was estimated using the Black-Scholes model. The potential earn-out has no maximum amount.
The transaction was accounted for using the acquisition method under IFRS 3, with the result of operations included in financial statements from the date of acquisition. Since the acquisition date and during the measurement period, additional information was obtained with respective to the value of certain assets and liabilities assumed, resulting in adjustments to the fair value recorded. The following table shows the revised purchase price allocation during the measurement period, including the changes to fair values:
| As reported, September 30, 2025 | Fair value adjustments | December 31, 2025 | |
|---|---|---|---|
| Brand | 24,876,300 | (5,418,600) | 19,457,700 |
| Affiliate relationships | – | 12,150,800 | 12,150,800 |
| Goodwill | 81,697,036 | (4,847,184) | 76,849,852 |
| Deferred tax liability | 25,386,464 | 1,885,016 | 27,271,480 |
TINY LTD.
Notes to the Consolidated Financial Statements
(Tabular amounts expressed in Canadian dollars, unless otherwise noted)
Years ended December 31, 2025 and 2024
The final fair value of identifiable assets acquired and liabilities assumed are as outlined below:
| $ | |
|---|---|
| Cash | 60,426,823 |
| Common shares | 25,249,433 |
| Contingent consideration | 16,858,712 |
| Total consideration | 102,534,968 |
| Implied purchase price at 100% of equity | 155,356,012 |
| Identifiable assets acquired: | |
| Cash | 2,569,776 |
| Trade and other receivables | 4,893,595 |
| Inventory | 70,751 |
| Prepaid expenses | 675,552 |
| Capital assets | 1,613,056 |
| Right-of-use assets | 3,948,301 |
| Software | 63,299,100 |
| Brand | 19,457,700 |
| Customer relationships | 5,829,100 |
| Affiliate relationships | 12,150,800 |
| Goodwill | 76,849,852 |
| 191,357,583 | |
| Identifiable liabilities assumed: | |
| Trade and other payables | 4,720,907 |
| Income taxes payable | 60,883 |
| Lease liabilities | 3,948,301 |
| Deferred tax liability | 27,271,480 |
| 36,001,571 | |
| Fair value of net assets acquired | 155,356,012 |
| Less: Fair value of non-controlling interest | 52,821,044 |
| 102,534,968 |
During the year ended December 31, 2025, Serato contributed revenue of $31,893,254 and net income of $2,234,868. Had the acquisition occurred on January 1, 2025, management estimates that the acquisition would have contributed unaudited revenue and net income of $49,170,535 and $10,243,762, respectively. On a consolidated basis, unaudited revenue and net loss would have totaled $221,031,082 and $25,784,907, respectively. It is not intended to represent what the actual results of operations would have been had the acquisition occurred on January 1, 2025, nor is it necessarily indicative of future results of operations.
Goodwill is attributable to the workforce and synergies associated with operational and strategic knowledge of the Tiny group of companies and is not deductible for tax purposes.
The Company incurred business acquisition costs of $3,758,149. These costs have been expensed in the Consolidated Statements of Net Loss and Comprehensive Loss.
(i) Redemption liability
Concurrent with the Serato Acquisition, the Company entered into an agreement with certain non-controlling shareholders of Serato providing the non-controlling shareholders with put options and the Company call options on approximately 9% of the common shares of Serato not held by Tiny. The put and call options are exercisable upon Serato satisfying certain minimum financial performance requirements, for a period of 60 days following each of December 31, 2027, 2028 and 2029. Upon the exercise, the price is determined based on a pre-determined formula driven by Serato's earnings and revenue growth, of which at least half is payable in cash, at Tiny's option,
TINY LTD.
Notes to the Consolidated Financial Statements
(Tabular amounts expressed in Canadian dollars, unless otherwise noted)
Years ended December 31, 2025 and 2024
with the remaining to be satisfied through issuance of the Company's common shares, based on a volume weighted average value or volume weighted average price.
The following table presents the changes in the Company's redemption liability:
| Balance on December 31, 2024 | $ | - |
|---|---|---|
| Acquired through business combination | 14,698,166 | |
| Adjustment to fair value | (1,357,281) | |
| Foreign exchange | (306,606) | |
| Balance on December 31, 2025 | 13,034,279 |
Prior year business combinations
MediaNet Solutions, Inc. ("MediaNet")
On June 5, 2024, the Company acquired certain assets of MediaNet, an educational software business for $3,980,545 (USD$2,906,356) with cash received from the Private Placement (Note 14).
The final net assets acquired are as outlined below:
| $ | |
|---|---|
| Total cash consideration | 3,980,545 |
| Identifiable assets acquired: | |
| Prepaid expenses | 30,261 |
| Capital assets | 12,763 |
| Software | 1,150,464 |
| Brand | 164,352 |
| Customer relationships | 1,232,640 |
| Goodwill | 2,034,719 |
| 4,625,199 | |
| Identified liabilities assumed: | |
| Deferred revenue | 644,654 |
| Total net assets acquired | 3,980,545 |
The goodwill is attributable to the talent and workforce from the acquisition.
For the year ended December 31, 2024, MediaNet contributed revenue and a net loss of $1,459,673 and $208,955, respectively. Had the acquisition occurred on January 1, 2024, management estimates that the acquisition would have contributed unaudited revenue and net income of $2,780,415 and $173,565, respectively. On a consolidated basis, unaudited revenue and net loss would have totaled $195,553,095 and $47,176,979, respectively.
19
TINY LTD.
Notes to the Consolidated Financial Statements
(Tabular amounts expressed in Canadian dollars, unless otherwise noted)
Years ended December 31, 2025 and 2024
(b) Dispositions
Tiny Boards Limited Partnership
On September 29, 2025, the Company entered into a share purchase agreement with a strategic buyer. The purchase consideration was for $9,816,222 (USD$7,000,000) with a holdback amount of $348,025 (USD$250,000), if certain revenue growth and Adjusted EBITDA targets are met within two years of the disposition date. As at December 31, 2025, no holdback amount has been recorded.
The proceeds received from the disposition were directly used to repay the Company's revolving commitment facility (see Note 12(c)). The gain on the disposal as at December 31, 2025 was:
| Consideration: | ||
|---|---|---|
| Cash received | $ | 9,468,197 |
| Directly attributable transaction fees | (349,490) | |
| Total disposal consideration | $ | 9,118,707 |
| Carrying amount of net assets sold | (465,984) | |
| Gain on disposal of subsidiary | 8,652,723 |
As a result of the disposition, the Company derecognized net assets as follows:
| Total assets | $ | 564,163 |
|---|---|---|
| Total liabilities | (98,179) | |
| Total net assets | $ | 465,984 |
Prior year dispositions
8020 Design Ltd.
On November 20, 2024, Beam sold 100% of its issued and outstanding share capital of 8020 Design Ltd. to 8020 Design Ltd.
Frosty Studio Ltd.
On December 5, 2024, Beam sold 100% of its issued and outstanding share capital of Frosty Studio Ltd. to Frosty Studio Ltd. Cash consideration received was $1,470,609 (USD$1,050,000).
The gain and loss on the disposal of the subsidiaries as at December 31, 2024 were:
| 8020 Design Ltd. $ | Frosty Studio Ltd. $ | Total $ | |
|---|---|---|---|
| Consideration: | |||
| Cash received | 400,000 | 840,348 | 1,240,348 |
| Receivable from Frosty Studio Ltd. | – | 630,261 | 630,261 |
| Forgiven operating receivable from Frosty Studio Ltd. | – | (109,649) | (109,649) |
| Total disposal consideration | 400,000 | 1,360,960 | 1,760,960 |
| Carrying amount of net assets sold | (204,615) | (1,659,545) | (1,864,160) |
| Gain/(loss) on disposal of subsidiary | 195,385 | (298,585) | (103,200) |
TINY LTD.
Notes to the Consolidated Financial Statements
(Tabular amounts expressed in Canadian dollars, unless otherwise noted)
Years ended December 31, 2025 and 2024
As a result of the sales, the Company derecognized net assets as follows:
| 8020 Design Ltd. $ | Frosty Studio Ltd. $ | Total $ | |
|---|---|---|---|
| Total assets | 840,440 | 5,415,440 | 6,255,880 |
| Total liabilities | (571,083) | (2,353,217) | (2,924,300) |
| Non-controlling interest | (64,742) | (1,413,971) | (1,478,713) |
| Accumulated other comprehensive loss | – | 11,293 | 11,293 |
| Total net assets | 204,615 | 1,659,545 | 1,864,160 |
- Trade and other receivables
| December 31, 2025 | December 31, 2024 | |
|---|---|---|
| Trade receivables | $ 13,778,934 | $ 13,468,684 |
| Unbilled revenue | 500,148 | 1,454,857 |
| Sales taxes receivable | 919,469 | – |
| Other receivables | – | 14,977 |
| 15,198,551 | 14,938,518 | |
| Allowance for expected credit loss | (312,633) | (879,514) |
| Trade and other receivables, net | 14,885,918 | 14,059,004 |
TINY LTD.
Notes to the Consolidated Financial Statements
(Tabular amounts expressed in Canadian dollars, unless otherwise noted)
For the years ended December 31, 2025 and 2024
- Capital assets
| Land $ | Building $ | Computer equipment $ | Computer software $ | Furniture and equipment $ | Leasehold improvements $ | Total $ | |
|---|---|---|---|---|---|---|---|
| Cost | |||||||
| Balance January 1, 2024 | 2,906,428 | 2,005,938 | 2,247,949 | 300,830 | 527,863 | 116,371 | 8,105,379 |
| Acquired through business combination (Note 4) | – | – | – | 12,763 | – | – | 12,763 |
| Additions | – | – | 466,047 | 16,918 | 3,911 | – | 486,876 |
| Disposals | – | – | (564,075) | (14,935) | (9,497) | – | (588,507) |
| Sale of subsidiaries (Note 4) | – | – | (61,550) | – | – | – | (61,550) |
| Foreign exchange | – | – | 71,978 | 1,497 | 119 | – | 73,594 |
| Balance December 31, 2024 | 2,906,428 | 2,005,938 | 2,160,349 | 317,073 | 522,396 | 116,371 | 8,028,555 |
| Acquired through business combination (Note 4) | – | – | 254,072 | – | 337,275 | 1,021,709 | 1,613,056 |
| Additions | – | – | 463,140 | 1,624 | 16,742 | 39,600 | 521,106 |
| Disposals | (2,906,428) | (2,005,938) | (422,198) | (55,467) | (348,431) | – | (5,738,462) |
| Foreign exchange | – | – | (1,796) | (1,574) | (10,384) | (51,825) | (65,579) |
| Balance December 31, 2025 | – | – | 2,453,567 | 261,656 | 517,598 | 1,125,855 | 4,358,676 |
| Accumulated depreciation | |||||||
| Balance January 1, 2024 | – | 153,607 | 1,449,918 | 204,258 | 299,314 | 35,307 | 2,142,404 |
| Additions | – | 73,344 | 474,554 | 45,524 | 57,586 | 17,991 | 668,999 |
| Disposals | – | – | (360,729) | – | (8,099) | – | (368,828) |
| Sale of subsidiaries (Note 4) | – | – | (49,543) | – | – | – | (49,543) |
| Foreign exchange | – | – | 138,325 | 1,124 | 119 | – | 139,568 |
| Balance December 31, 2024 | – | 226,951 | 1,652,525 | 250,906 | 348,920 | 53,298 | 2,532,600 |
| Additions | – | 29,338 | 428,379 | 22,456 | 85,146 | 124,939 | 690,258 |
| Disposals | – | (256,289) | (389,335) | (15,408) | (224,966) | – | (885,998) |
| Foreign exchange | – | – | (1,993) | (1,249) | (965) | (2,996) | (7,203) |
| Balance December 31, 2025 | – | – | 1,689,576 | 256,705 | 208,135 | 175,241 | 2,329,657 |
| Net book value | |||||||
| December 31, 2024 | 2,906,428 | 1,778,987 | 507,824 | 66,167 | 173,476 | 63,073 | 5,495,955 |
| December 31, 2025 | – | – | 763,991 | 4,951 | 309,463 | 950,614 | 2,029,019 |
22
TINY LTD.
Notes to the Consolidated Financial Statements
(Tabular amounts expressed in Canadian dollars, unless otherwise noted)
For the years ended December 31, 2025 and 2024
- Intangible assets
| Customer relationships and contracts $ | Affiliate Relationships $ | Trade name and brands $ | Software and website $ | Foundry relationships $ | Non-compete agreements $ | Intellectual property $ | Total $ | |
|---|---|---|---|---|---|---|---|---|
| Cost | ||||||||
| Balance January 1, 2024 | 39,221,672 | – | 39,350,075 | 83,814,691 | 1,085,854 | 5,690,000 | 4,308,429 | 173,470,721 |
| Acquired through business combination (Note 4) | 1,232,640 | – | 164,352 | 1,150,464 | – | – | – | 2,547,456 |
| Additions | – | – | – | – | – | – | 30,416 | 30,416 |
| Disposals | (1,440,276) | – | (230,191) | (734,710) | – | – | (109,402) | (2,514,579) |
| Foreign exchange | 1,908,299 | – | 1,093,202 | 1,555,068 | 95,482 | – | 8,194 | 4,660,245 |
| Balance December 31, 2024 | 40,922,335 | – | 40,377,438 | 85,785,513 | 1,181,336 | 5,690,000 | 4,237,637 | 178,194,259 |
| Acquired through business combination (Note 4) | 5,829,100 | 12,150,800 | 19,457,700 | 63,299,100 | – | – | – | 100,736,700 |
| Additions | – | – | 48,923 | – | 52,418 | – | – | 101,341 |
| Sale of subsidiary (Note 4) | – | – | – | (1,737,506) | – | – | – | (1,737,506) |
| Foreign exchange | (1,199,221) | (472,120) | (1,322,651) | (2,684,340) | (59,475) | – | (5,016) | (5,742,823) |
| Balance December 31, 2025 | 45,552,214 | 11,678,680 | 58,561,410 | 144,662,767 | 1,174,279 | 5,690,000 | 4,232,621 | 271,551,971 |
| Accumulated amortization | ||||||||
| Balance January 1, 2024 | 10,330,557 | – | 6,459,514 | 19,113,160 | 145,088 | 1,304,918 | 1,429,561 | 38,782,798 |
| Additions | 4,740,102 | – | 7,760,735 | 18,308,730 | 75,613 | 1,905,856 | 1,544,491 | 34,335,527 |
| Disposals | (864,180) | – | (138,132) | (602,931) | – | – | (5,520) | (1,610,763) |
| Foreign exchange | 788,771 | – | 345,940 | 569,019 | 16,572 | – | 3,773 | 1,724,075 |
| Balance December 31, 2024 | 14,995,250 | – | 14,428,057 | 37,387,978 | 237,273 | 3,210,774 | 2,972,305 | 73,231,637 |
| Additions | 5,737,053 | 762,125 | 8,578,526 | 22,430,659 | 80,513 | 1,896,667 | 524,869 | 40,010,412 |
| Sale of subsidiary (Note 4) | – | – | – | (1,508,121) | – | – | – | (1,508,121) |
| Foreign exchange | (388,434) | (21,220) | (270,318) | (388,022) | (13,308) | – | (2,728) | (1,084,030) |
| Balance December 31, 2025 | 20,343,869 | 740,905 | 22,736,265 | 57,922,494 | 304,478 | 5,107,441 | 3,494,446 | 110,649,898 |
| Net book value | ||||||||
| December 31, 2024 | 25,927,085 | – | 25,949,381 | 48,397,535 | 944,063 | 2,479,226 | 1,265,332 | 104,962,622 |
| December 31, 2025 | 25,208,345 | 10,937,775 | 35,825,145 | 86,740,273 | 869,801 | 582,559 | 738,175 | 160,902,073 |
In June 2024, the Company (Digital Services segment) sold cryptocurrency assets for proceeds of $1.7 million. The carrying value of the cryptocurrency at the time of sale was $0.1 million, resulting in a gain on disposal of intangible assets of $1.6 million.
TINY LTD.
Notes to the Consolidated Financial Statements
(Tabular amounts expressed in Canadian dollars, unless otherwise noted)
Years ended December 31, 2025 and 2024
- Goodwill
| Digital Services $ | Creative Platform $ | Software and Apps $ | All Other Operating Segments $ | Total $ | |
|---|---|---|---|---|---|
| Balance, January 1, 2024 | 1,608,877 | 19,450,591 | 138,308,333 | – | 159,367,801 |
| Acquisition through business combination (Note 4) | – | – | – | 2,034,719 | 2,034,719 |
| Sale of subsidiaries (Note 4) | (1,045,122) | – | – | – | (1,045,122) |
| Impairment | – | – | (18,687,379) | – | (18,687,379) |
| Foreign exchange | 11,720 | 1,710,346 | 410,963 | 102,957 | 2,235,986 |
| Balance December 31, 2024 | 575,475 | 21,160,937 | 120,031,917 | 2,137,676 | 143,906,005 |
| Acquisition through business combination (Note 4) | – | – | 76,849,852 | – | 76,849,852 |
| Impairment | (623,045) | – | (34,915,645) | – | (35,538,690) |
| Foreign exchange | 47,570 | (1,004,442) | 99,961 | (101,469) | (958,380) |
| Balance December 31, 2025 | – | 20,156,495 | 162,066,085 | 2,036,207 | 184,258,787 |
Goodwill has been allocated to the following CGUs or group of CGUs in each reporting segment:
- Digital Services (allocated to one CGU)
- Creative Platform (allocated to two separate CGUs)
- Software and Apps (allocated to one group of CGUs and an individual CGU)
- All other operating segments (allocated to one CGU)
In 2024, the Company sold one CGU within the Digital Services reporting segment and derecognized $1,045,122 of goodwill as part of the disposition.
(a) Impairment testing for CGUs containing goodwill
The Company performs an impairment test annually on December 31 each year or at each reporting date if there is an indication of impairment. For the purposes of impairment testing, goodwill is allocated to the Company's CGU or group of CGUs which represent the lowest level within the Company at which goodwill is monitored for internal management purposes. The recoverable amount of goodwill is determined based on the greater of the value in use and the fair value less costs to sell of the Company's CGU.
The recoverable amount of goodwill for each CGU is determined by management's experience and future expectations of the business performance including consideration of historical data from external and internal sources. Key assumptions utilized within each of the value-in-use models include:
- Revenue growth rate is based upon management's current and long-term forecasts and considers historical growth rates;
- Operating margin reflects the anticipated costs and has considered the anticipated revenue growth rate and impact of inflation;
- Discount rate is a pre-tax rate that reflects the time value of money and risk associated with the CGU; and
- Terminal growth rate is based on the long-term growth prospects of the business beyond a five-year term.
24
TINY LTD.
Notes to the Consolidated Financial Statements
(Tabular amounts expressed in Canadian dollars, unless otherwise noted)
Years ended December 31, 2025 and 2024
Excluding the impairment recognized within the Software and Apps and Digital Services CGUs discussed below, the Company did not identify impairment within the CGUs or group of CGUs. The assumptions for the year ended December 31, 2025 were:
| Digital Services | Creative Platform | Software and Apps | All Other Operating Segments | |
|---|---|---|---|---|
| Annual revenue growth rates | – | 3%-35% | (10%)-10% | 3%-5% |
| Operating margins | – | 9%-22% | 25%-34% | 45 % |
| Pre-tax discount rate | – | 19 % | 14%-16% | 45 % |
| Terminal growth rate | – | 2 % | 2 % | 2 % |
The assumptions for the year ended December 31, 2024 were:
| Digital Services | Creative Platform | Software and Apps | |
|---|---|---|---|
| Annual revenue growth rates | (3%)-3% | 3%-28% | 4%-7% |
| Operating margins | 9 % | 11%-16% | 28%-34% |
| Pre-tax discount rate | 24 % | 20%-21% | 14 % |
| Terminal growth rate | 2 % | 2 % | 2 % |
As at December 31, 2025, a sensitivity analysis was also completed for these CGUs. Based on the analysis, a 1% change in revenue or forecast expenses would result in impairment for a CGU within the Creative Platform segment. A possible 1% decline in revenue or 1% increase in forecast expense would cause this CGU unit's carrying amount to exceed its recoverable amount by $3,426,560 and $2,947,292 respectively. As at December 31, 2025, this CGU's recoverable amount exceeds its carrying amount by $6,234,711. Any reasonable changes to key assumptions in the other CGUs, excluding WeCommerce, would not result in an impairment loss.
(b) Impairment test for WeCommerce consolidated group of CGUs
During 2025, the WeCommerce LP CGU group experienced lower than expected operating performance due to continued macroeconomic pressure affecting e-commerce, increased competitive pressure, changes to Shopify's Theme Store and disruption associated with restructuring and cost rationalization initiatives. Based on these factors, management determined that indicators of impairment existed as at December 31, 2025 and performed an impairment test for the WeCommerce LP CGU group, which indicated that the carrying amount of the CGU group exceeded its recoverable amount.
The carrying amount of the CGU group has been determined to be higher than its recoverable amount of $129,853,797 and an impairment loss of $34,915,645 (December 31, 2024: $18,687,379) was recognized. The impairment was recorded entirely to goodwill. This amount is included within Impairment of non-financial assets within the Consolidated Statements of Net Loss and Comprehensive Loss. As a result of the impairment, the remaining goodwill balance is $85,253,868.
Following the impairment loss recognized in the WeCommerce LP CGU group, the recoverable amount is equal to the carrying amount. Therefore, any adverse movement in a key assumption could lead to further impairment.
(c) Impairment test in Digital Service segment
As at December 31, 2025, the Company assessed goodwill allocated to the Z1 Digital Product Studio SL cash-generating unit ("CGU") under the Digital Services segment for impairment. Based on that assessment, the Company recognized a goodwill impairment loss of $623,045, reducing the carrying amount of goodwill related to the CGU to $nil.
25
TINY LTD.
Notes to the Consolidated Financial Statements
(Tabular amounts expressed in Canadian dollars, unless otherwise noted)
Years ended December 31, 2025 and 2024
The assessment was prompted by indicators of impairment arising from changes in the CGU's current and expected operating performance. Actual results for fiscal 2025 were below prior expectations and the updated outlook for 2026 indicated limited visibility to a near-term return to profitability. Accordingly, the Company concluded that the recoverable amount of the CGU was lower than its carrying amount. The recoverable amount was determined using a fair value less costs of disposal approach and was estimated to be nil as at December 31, 2025.
9. Investments
Investments consist of investment in equity-accounted investees that are accounted for using the equity method as well as investment in unlisted equity securities that are carried at fair value.
(a) Equity accounting investments
| December 31, 2025 | December 31, 2024 | |
|---|---|---|
| Investment in equity-accounted investees: | ||
| Tiny Fund I LP | $ 44,726,952 | $ 38,177,751 |
| Other equity-accounted investees(1) | 21,755 | 562,790 |
| Investment in equity-accounted investees | 44,748,707 | 38,740,541 |
| Investment in unlisted equity securities(1) | 7,336,846 | 6,070,066 |
| 52,085,553 | 44,810,607 |
- $2,709,731 was reclassified from other equity-accounted investees to investment in unlisted equity securities.
(a) Tiny Fund I LP
As of December 31, 2025, the Company holds a 21.38% interest in the limited partnerships ("LP") units of Tiny Fund I LP ("Tiny Fund"), which is a U.S. investment fund. Tiny Fund is accounted for using the equity method to retain the fair value accounting of the underlying investments of the fund.
In addition, the Company holds a 50% interest in TFC Investment Ltd., a private Canadian-incorporated jointly controlled entity. TFC Investment Ltd. holds all the shares of an LLC that serves as the general partner for Tiny Fund. Under the various agreements associated with TFC Investment Ltd., the Company is entitled to a 50% interest in the general partner earnings, which includes 30% carried interest after an annualized 8% hurdle rate is reached, and all of the earnings of the 21.38% LP units. The carried interest is calculated on an asset-by-asset basis. Due to the nature of the arrangement, the Company had historically accounted for its equity interest in TFC Investment Ltd. using the hypothetical liquidation value.
| Tiny Fund I LP $ | |
|---|---|
| Balance, January 1, 2024 | 30,930,394 |
| Capital calls | 3,766,035 |
| Distributions | (1,817,260) |
| Share of earnings | 2,281,427 |
| Foreign exchange | 3,017,155 |
| Balance December 31, 2024 | 38,177,751 |
| Increase in ownership | 1,738,260 |
| Distributions | (2,661,700) |
| Share of earnings | 9,224,736 |
| Foreign exchange | (1,752,095) |
| Balance, December 31, 2025 | 44,726,952 |
During the years ended December 31, 2025 and 2024, the Company recognized its proportionate share of income of $9,224,736 and $2,281,427, respectively.
TINY LTD.
Notes to the Consolidated Financial Statements
(Tabular amounts expressed in Canadian dollars, unless otherwise noted)
Years ended December 31, 2025 and 2024
During the years ended December 31, 2025 and 2024, the Company received distributions of $2,661,700 and $1,817,260, respectively.
(b) Other equity-accounted investees
The Company has interests in other equity-accounted investees of $21,755 as at December 31, 2025, and $562,790 as at December 31, 2024. During the years ended December 31, 2025 and 2024, these equity-accounted investees had a fair value loss of $363,262 and $374,813, respectively.
During the years ended December 31, 2025 and 2024, the Company received distributions of $87,168 and $548,016, respectively.
On August 22 2025, the Company derecognized its investment in Defined Finance Ltd., an equity-accounted investee, upon disposal for total consideration of $1,125,393 (USD$812,000). As at December 31, 2025, the Company recognized a loss on disposal of $124,607, which was included in the Consolidated Statements of Net Loss and Comprehensive Loss.
On February 5, 2024, the Company sold 89% of its investment in an equity-accounted investee as part of a share repurchase agreement for consideration of $1,377,078 (USD$1,018,022). Of this amount, $497,823 (USD$368,022) was in cash, which was received during the year. The remainder eliminates the Company's outstanding obligation within due to related parties to the equity-accounted investee for the Company's initial investment in its shares.
| Other equity-accounted investees $ | |
|---|---|
| Balance, January 1, 2024 | 3,261,200 |
| Distributions | (548,016) |
| Share of earnings | (374,813) |
| Change in investment type | (1,514,427) |
| Due to related party | (302,500) |
| Foreign exchange | 41,346 |
| Balance December 31, 2024 | 562,790 |
| Distributions | (87,168) |
| Proceeds from sale | (8,224) |
| Share of earnings | (363,262) |
| Foreign exchange | (82,381) |
| Balance, December 31, 2025 | 21,755 |
(c) Unlisted equity securities
The Company has investments in unlisted equity securities of $7,336,846 as at December 31, 2025 and $6,070,066 as at December 31, 2024. During the years ended December 31, 2025 and 2024, these unlisted equity securities had a fair value loss and gain of $54,406 and $239,475, respectively.
TINY LTD.
Notes to the Consolidated Financial Statements
(Tabular amounts expressed in Canadian dollars, unless otherwise noted)
Years ended December 31, 2025 and 2024
| Unlisted equity securities $ | |
|---|---|
| Balance, January 1, 2024 | 4,831,554 |
| Capital calls | 1,043,538 |
| Distributions | (21,609) |
| Proceeds from sales | (170,000) |
| Share of earnings | 239,475 |
| Change in investment type | 1,514,427 |
| Due to related party | (879,255) |
| Due from related party | (497,823) |
| Foreign exchange | 9,759 |
| Balance December 31, 2024 | 6,070,066 |
| Capital calls | 1,757,047 |
| Proceeds from sale | (1,255,241) |
| Share of earnings | (54,406) |
| Due from related party | 838,204 |
| Foreign exchange | (18,824) |
| Balance, December 31, 2025 | 7,336,846 |
10. Trade and other payables
| December 31, 2025 | December 31, 2024 | |
|---|---|---|
| Trade payables and accrued liabilities | $ 13,899,902 | $ 11,193,765 |
| Seller's liability | 6,873,143 | 7,742,558 |
| Accrued payroll and employee benefits | 4,947,403 | 3,284,761 |
| Sales taxes payable | 2,816,782 | 1,315,634 |
| Interest payable | 595,709 | 982,179 |
| Trade and other payables | 29,132,939 | 24,518,897 |
11. Right-of-use assets and lease liabilities
The Digital Services segment has three leases for the following office premises:
- The Vancouver lease is a five-year lease which commenced in 2022, with an extension option for an additional five-year term. In 2023, the Company completed a lease assignment where it transferred all of its rights, title and interest in the lease and premise to the assignee.
- The Victoria Yates office is a five-year lease which commenced in 2021 with no extension option and was subsequently sublet in 2022. The sublease is classified as a finance lease, resulting in the derecognition of the related right-of-use asset and recognition of a lease receivable in the Consolidated Statements of Financial Position. Refer to note 11(c) below.
- The Victoria Fort office is a three-year lease which commenced in 2023, with an extension option for an additional three-year term.
Serato has an eight-year lease which commenced in 2022, with two extension options for additional three-year terms. As part of the acquisition (Note 4), the lease was revalued at the date of the acquisition.
TINY LTD.
Notes to the Consolidated Financial Statements
(Tabular amounts expressed in Canadian dollars, unless otherwise noted)
Years ended December 31, 2025 and 2024
(a) Right-of-use assets
| Balance, January 1, 2024 | $ 52,437 |
|---|---|
| Amortization | (25,170) |
| Balance December 31, 2024 | 27,267 |
| Acquisition through business combination (Note 4) | 3,948,301 |
| Amortization | (529,597) |
| Foreign exchange | (116,047) |
| Balance December 31, 2025 | 3,329,924 |
(b) Lease liabilities
| Balance, January 1, 2024 | $ 471,379 |
|---|---|
| Finance expense | 18,900 |
| Lease payments | (221,648) |
| Balance December 31, 2024 | 268,631 |
| Acquisition through business combination (Note 4) | 3,948,301 |
| Finance expense | 183,286 |
| Lease payments | (751,146) |
| Foreign exchange | (142,303) |
| Balance December 31, 2025 | 3,506,769 |
| Current lease liabilities | 649,011 |
| Long- term lease liabilities | 2,857,758 |
Costs not included in the measurement of the lease liabilities are related to low-value leases and short-term leases and at December 31, 2025 were $169,443 (December 31, 2024: $101,972). There were no leases with variable payment terms.
(c) Lease receivable
The Company is considered an intermediate lessor related to a lease the Company has for the Victoria Yates Office. As of December 31, 2025, the Company had lease receivables as follows:
| December 31, 2025 | December 31, 2024 | |
|---|---|---|
| Current portion of lease receivables | $ 28,749 | $ 111,758 |
| Lease receivables | – | 26,619 |
| 28,749 | 138,377 |
Finance income on lease receivables for the year ended December 31, 2025 was $6,094 (December 31, 2024: $14,261) and is recorded in other expenses. The following table presents the contractual undiscounted cash inflows for lease receivables:
| $ | |
|---|---|
| Undiscounted lease receivables from 2026 | 28,931 |
| Unearned interest income | (182) |
| Total lease receivables | 28,749 |
12. Debt
| December 31, 2025 | December 31, 2024 | |
|---|---|---|
| Term loan (a) | $ 31,775,862 | $ 39,202,372 |
| Revolving credit facilities (a),(b) | 64,015,332 | 74,934,743 |
| Revolving term credit facilities (c),(d),(e) | 2,923,195 | 2,799,800 |
| 98,714,389 | 116,936,915 | |
| Less: Current portion | (8,650,082) | (16,161,159) |
| 90,064,307 | 100,775,756 |
TINY LTD.
Notes to the Consolidated Financial Statements
(Tabular amounts expressed in Canadian dollars, unless otherwise noted)
Years ended December 31, 2025 and 2024
| Term loan $ | Revolving credit facilities $ | Revolving term credit facilities $ | CEBA loans $ | Total $ | |
|---|---|---|---|---|---|
| Balance January 1, 2024 | 43,713,472 | 83,489,941 | 4,000,000 | 40,000 | 131,243,413 |
| Drawing | – | 4,069,949 | 8,899,500 | – | 12,969,449 |
| Financing cost additions | – | (115,597) | – | – | (115,597) |
| Repayments | (7,888,403) | (19,399,378) | (10,150,209) | (40,000) | (37,477,990) |
| Amortization of finance costs | – | 291,856 | – | – | 291,856 |
| Foreign exchange | 3,377,303 | 6,597,972 | 50,509 | – | 10,025,784 |
| Balance December 31, 2024 | 39,202,372 | 74,934,743 | 2,799,800 | – | 116,936,915 |
| Drawing | – | – | 21,373,396 | – | 21,373,396 |
| Financing cost additions | (207,218) | – | (878,945) | – | (1,086,163) |
| Repayments | (5,563,890) | (7,958,393) | (20,549,800) | – | (34,072,083) |
| Amortization of finance costs | 75,058 | 312,063 | 178,744 | – | 565,865 |
| Foreign exchange | (1,730,460) | (3,273,081) | – | – | (5,003,541) |
| Balance December 31, 2025 | 31,775,862 | 64,015,332 | 2,923,195 | – | 98,714,389 |
The Company was in compliance with all debt covenants as at December 31, 2025.
(a) J.P. Morgan Chase Bank, N.A. term loan
In 2023, the Company entered into an agreement with JPMorgan Chase Bank, N.A with respect to a USD$35,000,000 senior term loan with a USD$5,000,000 swingline, and a USD$20,000,000 senior revolving credit facility.
The revolving credit facility bears interest at a variable rate spread on SOFR and matured on April 6, 2026. As at December 31, 2025, the interest rates on the term loan and revolving credit facility were 7.07% and 7.08%, respectively. The loan covenants for the credit facility includes:
- The Total Net Leverage Ratio on the last day of each fiscal quarter should not be greater than 3.50 times. Total Net Leverage is defined in the Facility agreement calculated as Total Indebtedness to Adjusted Consolidated EBITDA. Adjusted Consolidated EBITDA as defined in the credit agreement is different than Adjusted EBITDA as presented in the management discussion & analysis for the years ended December 31, 2025 and December 31, 2024 as it is adjusted for, among other items, purchase accounting adjustments and pull forward synergies resulting from acquisitions.
- The Fixed Charge Coverage Ratio ("FCCR") on the last day of each fiscal quarter and at the end of any period of four consecutive fiscal quarters cannot be less than 1.25 times. FCCR is defined as Adjusted Consolidated EBITDA less certain allowable expenses to fixed charges.
On March 20, 2025, the Company entered into an amended credit agreement with the bank to extend both the senior term loan and senior revolving credit facility to May 20, 2027. In accordance with the new terms, the Company is scheduled to pay down USD$1,375,000 per quarter until March 31, 2027.
As at December 31, 2025, the Company had $43,784,536 (USD$32,000,000) outstanding under the facility (2024:$51,790,289 (USD$36,000,000)).
As at December 31, 2025, management is projecting to not meet its FCCR covenant at March 31, 2026. Subsequent to year end, on March 27, 2026, the Company entered into an amended credit agreement with the bank to extend the senior term loan and senior revolving credit facility to August 20, 2027. The following changes were made:
- Amendment of the FCCR covenant on the last day of the fiscal quarter ending:
- March 31, 2026 cannot be less than 1.10 times;
TINY LTD.
Notes to the Consolidated Financial Statements
(Tabular amounts expressed in Canadian dollars, unless otherwise noted)
Years ended December 31, 2025 and 2024
- June 30, 2026 cannot be less than 1.15 times; and
-
September 30, 2026 and thereafter cannot be less than 1.25 times.
-
The Company is scheduled to pay down USD$1,375,000 per quarter until June 30, 2027.
All obligations of the Company under the credit agreement are guaranteed by its material wholly owned subsidiaries (the "Guarantors") and secured by a security interest in the assets of the Company and the Guarantors, and the Company's equity interests in the Guarantors. The credit agreement contains certain customary non-financial covenants. As a result of the amendment, the Company projects that the covenant will be met and the loan is classified as non-current as of December 31, 2025.
(b) National Bank of Canada Revolving Commitment Facility
The Company has a revolving commitment with National Bank of Canada with an outstanding amount of $52,006,658 as at December 31, 2025 (December 31, 2024: $63,089,299). In 2022, the Company entered into a credit agreement with National Bank of Canada for a revolving commitment facility of $70,000,000 and an additional commitment facility not exceeding $50,000,000. The interest rate is based on either the Base Rate, CORRA, Canadian Prime, or SOFR according to type of loan drawn, plus a variable spread ranging from 1.50% to 3.50% per annum and a 0.1% adjustment for SOFR loans. The maturity date of the facility is May 20, 2027. The Company has entered into interest rate swaps to exchange the variable SOFR rate for a fixed rate. Refer to Note 24(c).
On June 28, 2024, the Company amended its total commitment of the credit facility to $58,000,000. The fair value of the debt approximates the carrying value. Refer to Note 24(b)
As part of the Beam National Bank credit facility, the Company is subject to financial and non-financial covenants and conditions. The financial covenant and conditions that the company must maintain as per June 30, 2024 amendment No. 5 are:
- Interest Coverage Ratio (EBITDA of the Borrower on a consolidated basis/Interest Expense on a consolidated basis) of not less than 3.00 to 1.00.
- Leverage ratio (EBITDA of the Borrower on a consolidated basis/Net Debt) of not greater than 4.00 to 1.00 and
- Maximum aggregate debt to December 31, 2024 of CAD$67M; January 1 to March 31, 2025 of CAD$64M; April 1 to June 30, 2025 of CAD$61M; and July 1, 2025 and thereafter of CAD$58M.
All obligations of the Company under the revolving commitment are secured by the assets of the Company's business. The revolving commitment contains certain customary non-financial covenants.
(c) Scotiabank revolving term loan
In 2022, the Company entered into an agreement with Scotiabank with respect to a USD$25,000,000 revolving term loan, and a USD $1,500,000 working capital facility. The facility bore interest at a variable rate spread on SOFR and matures on October 11, 2025.
On May 9, 2025, the Company completed an extinguishment of the Scotiabank revolving term loan with a carrying amount of $nil (December 31, 2024: $nil).
(d) Roynat revolving term loan
In 2023, the Company entered into an agreement with Roynat Inc. ("Roynat") with respect to a $25,000,000 revolving term loan. The term of the loan is 12 months and was renewed on May 31, 2024. The revolving term loan bears interest at the Canadian variable rate plus 3.50% per annum.
TINY LTD.
Notes to the Consolidated Financial Statements
(Tabular amounts expressed in Canadian dollars, unless otherwise noted)
Years ended December 31, 2025 and 2024
On May 9, 2025, the Company completed an extinguishment of the Roynat revolving term loan with a carrying amount of $4,573,396 (December 31, 2024: $2,799,800).
(e) Bank of Nova Scotia Revolving Term Credit Facility
In May 2025, the Company entered into an agreement with Bank of Nova Scotia with respect to a revolving credit facility of $25,000,000 and an operating credit facility of $5,000,000. The operating credit facility can be jointly utilized by Tiny Ltd. and Dribbble.
The maturity date of the revolving credit facility is May 8, 2028 and the Company is required to make interest-only payments for the first 12 months after the closing date. Following the interest-only period, the Company is required to pay monthly principal installments as determined by the bank. The Company drew $15,000,000 to fund the Serato acquisition (Note 4). In addition, the Company drew $4,623,396 of funds on the same day to repay the Roynat revolving term loan (Note 12(d)), including a $50,000 upfront fee for the new facility. During the year ended December 31, 2025, the Company paid down an additional $16,000,000. The facility bears an interest of prime plus 1.5% and as of December 31, 2025 the interest rate was 5.95%.
The maturity date of the operating credit facility is May 8, 2027, with a one-year extension option up to May 8, 2028, respectively. The Company is required to repay the outstanding principal amount of $2,923,195 as at December 31, 2025 by the maturity date.
The Company is required to comply with the covenant requirements for both the revolving and operating facilities combined. The covenant terms as per the agreement are as following:
- Total Net Senior Funded Debt to Adjusted EBITDA must be equal or less than 3.75x, calculated on a rolling four quarters basis and tested quarterly, until the maturity date; and
- Fixed Charge Coverage Ratio must be higher than 1.20x, calculated on a rolling four quarters basis and tested quarterly.
All obligations under the credit facility are guaranteed by the Guarantors and secured by a security interest in the assets of the Company and the Guarantors. The credit agreements contains certain customary non-financial covenants.
(f) Undrawn facilities
The following table shows the total amount of undrawn facilities available at December 31, 2025:
| $ | |
|---|---|
| Revolving credit facilities (a),(b) | 10,538,538 |
| Revolving term credit facilities (e) | 25,738,604 |
| 36,277,142 |
TINY LTD.
Notes to the Consolidated Financial Statements
(Tabular amounts expressed in Canadian dollars, unless otherwise noted)
Years ended December 31, 2025 and 2024
13. Convertible Debentures
| Balance January 1, 2025 | $ | - |
|---|---|---|
| Proceeds from convertible debentures | 33,392,500 | |
| Transaction costs | (2,891,666) | |
| Portion allocated to equity | (5,245,410) | |
| Transaction costs allocated to equity | 442,146 | |
| Redemption option | 1,619,280 | |
| Accretion expense | 557,890 | |
| Amortization of discount and transaction costs | 238,903 | |
| Balance, December 31, 2025 | $ | 28,113,643 |
On May 12, 2025, the Company completed a private placement offering of $36,100,000 aggregate principal amount of secured convertible debentures bearing interest of 11% per annum, due on May 12, 2030 (the "Convertible Debentures"). The Convertible Debentures were issued with an original issue discount of 7.5% for aggregate gross proceeds to the Company of $33,392,500. The Convertible Debentures are convertible into common shares at $1.50 per common share, at the option of the holder at any time prior to the maturity date. The Company has the right to require conversion of all of the outstanding principal amount if the daily volume weighted average trading price of common shares, exceed $3.00 per common share for 20 consecutive trading days, subject to adjustments to the conversion price. Subsequently, as a result of the Share Consolidation of 8:1 on October 1, 2025 (Note 14), the Convertible Debentures are convertible into common shares at $12.00 per common share and the Company has the right to require conversion if the price of the common shares exceed $24.00 for 20 consecutive trading days.
If the Company acquires additional beneficial ownership of Tiny Fund with a value of at least $75,000,000, within 18 months of the issuance date, subject to a leverage test, the interest rate shall be reduced from 11% per annum to 10% per annum and the conversion price shall be increased from $1.50 to $1.61 per common share. In addition, should the Company issue common shares in connection with the acquisition of Tiny Fund at a price that is less than $1.15 per common share, the conversion price shall be reduced to reflect the resulting weighted average dilution of the common shares, provided that in no event can the conversion price be less than $1.15 per common share.
On or after May 12, 2027, the Company has the right to redeem the Convertible Debentures, in whole or in part, in exchange for the principal amount outstanding, plus accrued and unpaid interest, plus an additional make-whole payment that is equal to the amount of interest that would be payable from the date of redemption to the original maturity date of May 12, 2030, multiplied by a make-whole factor of 75% on or following the second anniversary date of issuance, 50% on or following the third anniversary date of issuance and 25% on or following the fourth anniversary date of issuance, until the original maturity date.
As a result, the Company recognized a derivative asset with a fair value of $1,619,280. Changes in fair value of the derivative asset can result from changes in expected volatility of the Company's common shares and interest rates and are recorded in fair value gain/(loss) to financial instruments on the Consolidated Statements of Net Loss and Comprehensive Loss. During the year ended December 31, 2025, the value of the asset had a fair value gain of $270,264.
If 10% or less of the aggregate principal amount of the Convertible Debentures remain outstanding prior to May 12, 2027, the Company has the right to redeem all of the outstanding Convertible Debentures in exchange for the principal amount outstanding, plus accrued and unpaid interest, plus an amount equal to the aggregate amount of all interest that would be payable from the date of redemption to the original maturity date.
The Convertible Debentures are compound financial instruments consisting of a financial liability and a conversion option that is classified as equity. Of the gross proceeds of $33,392,500, $29,766,370 was
TINY LTD.
Notes to the Consolidated Financial Statements
(Tabular amounts expressed in Canadian dollars, unless otherwise noted)
Years ended December 31, 2025 and 2024
allocated to the liability component, representing the fair value of the liability component on initial recognition, calculated as the present value of the contractual principal and interest payments over the term of the Convertible Debentures using a discount rate of 16.18%. The equity component, representing the holders' conversion option, was allocated the residual amount of $5,245,410. The transaction costs incurred were allocated to the liability and equity components in proportion to the allocation of the gross proceeds, with $2,449,520 allocated to the liability and $442,146 allocated to equity. A deferred tax liability of $1,009,626 for the taxable temporary difference arising from the difference between the initial carrying amount of the liability component of the Convertible Debentures and the tax base was recognized with a corresponding charge directly to equity. The amount allocated to the liability component, net of transaction costs, of $27,316,850 will be accreted to the face value of the Convertible Debentures over the term to maturity using the effective interest method with an effective interest rate of 12.87%.
14. Share capital
The authorized share capital of the Company consists of an unlimited number of Class A common shares without par value. On October 1, 2025, the Company completed the Share Consolidation at a consolidation ratio of eight (8) pre-Share Consolidation common shares for every one (1) post-Share Consolidation common share. All disclosures of common shares, per common share and shares related to share-based compensation reflect the number of Class A common shares outstanding after giving effect to the Share Consolidation for all periods presented.
| Number of common shares # | $ | |
|---|---|---|
| Balance on January 1, 2024 | 22,414,729 | 160,930,335 |
| Issuance of common shares on exercise of share options, restricted share units and preferred share units | 37,786 | 1,747,559 |
| Issuance of shares (c) and (d) | 978,167 | 20,766,028 |
| Balance on December 31, 2024 | 23,430,682 | 183,443,922 |
| Issuance of common shares on exercise of restricted share units and preferred share units | 143,501 | 2,557,400 |
| Issuance of common shares on conversion of subscription receipts (a) | 2,175,000 | 16,649,487 |
| Repurchase of common shares under the Normal Course Issuer Bid (b) | (8,374) | (343,285) |
| Acquisition of Serato (Note 4) | 3,670,057 | 25,179,433 |
| Balance on December 31, 2025 | 29,410,866 | 227,486,957 |
(a) On April 9, 2025, in connection with the Serato Acquisition, the Company completed a short form prospectus financing, pursuant to which 17,400,000 subscription receipts (each, a "Subscription Receipt"), were sold on a bought-deal basis for aggregate gross proceeds of $20,010,000 (the "Subscription Receipt Offering"). Immediately prior to the closing of the Serato Acquisition, the Subscription Receipts issued pursuant to the Subscription Receipt Offering were automatically converted into 2,175,000 common shares (on a post-Share Consolidation basis) and 8,700,000 common share purchase warrants. Following the Share Consolidation, the exercise of eight common share purchase warrants entitle the holder thereof to acquire one common share at an exercise price of $11.60 per common share until April 9, 2027, subject to acceleration in certain circumstances. The common share purchase warrants currently trade on the TSX under the symbol "TINY.WT".
The Company recognized $1,044,000 in contributed surplus related to common share purchase warrants. The value of the common share purchase warrants was determined based on the expected volatility of the Company's Class A common shares.
The Company incurred transaction costs of $2,316,513, which has been included in Share Capital.
34
TINY LTD.
Notes to the Consolidated Financial Statements
(Tabular amounts expressed in Canadian dollars, unless otherwise noted)
Years ended December 31, 2025 and 2024
(b) On October 1, 2025, the Company implemented a normal course issuer bid (the "NCIB"). Under the NCIB, the Company is authorized to purchase, for cancellation up to 1,470,716 common shares, being approximately five percent (5%) of the common shares that were outstanding on October 1, 2025. The NCIB shall terminate on the earlier date of September 30, 2026, and the date on which the maximum number of common shares that can be acquired pursuant to the NCIB have been purchased.
During the year ended December 31, 2025, the Company repurchased 40,496 common shares under its NCIB for cash consideration of $343,285 and cancelled 8,374 of those shares (2024: nil). The average share purchase price was $9.80, ranging from $9.40 to $10.00.
(c) On June 4, 2024, the Company closed a private placement with Hosking Partner LLP ("Private Placement") issuing 7,667,914 class A common shares at a price of $2.68 for gross proceeds of $20,550,010. The Company incurred transaction costs of $120,892 associated with this financing, resulting in net proceeds of $20,429,118. The Company used the proceeds to acquire MediaNet (Note 5(a)), pay down its debt facilities, working capital and general corporate purposes. These are equivalent to 958,489 shares post Share Consolidation.
(d) On July 3, 2024, the Company announced it had appointed Mike McKenna as Chief Financial Officer ("CFO") succeeding David Charron. In connection with the CFO transition and David's departure, the Company issued 157,434 class A common shares at a price of $2.14 on July 15, 2024. These are equivalent to 19,678 shares post Share Consolidation.
15. Share-based compensation
On April 21, 2025, the shareholders of Tiny approved a new equity incentive plan (the "Omnibus Plan"). The Omnibus Plan permits the Board to issue Options, RSUs, PSUs and DSUs to eligible directors, employees and consultants. Under the terms of the amended Omnibus Plan, the Company may issue equity awards representing up to 10% of the issued and outstanding Shares of the Company from time to time.
On October 1, 2025, the Company's common shares began trading on the TSX. The Company completed a share consolidation of its issued and outstanding Class A common shares on the basis of eight (8) pre-consolidation shares for every one (1) post-consolidation share. All share and per share information has been adjusted to reflect the Share Consolidation for all periods presented.
(a) Stock options
A summary of the Company's outstanding options and changes during the year that are a part of the Omnibus Plan are as follows:
| | Number of options
| Weighted
average exercise
price
$ |
| --- | --- | --- |
| Outstanding, January 1, 2024 | 7,948 | 35.68 |
| Exercised | (1,833) | 9.12 |
| Forfeited | (1,086) | 56.00 |
| Cancelled | (875) | 56.00 |
| Outstanding December 31, 2024 | 4,154 | 37.76 |
| Forfeited | (305) | 56.00 |
| Expired | (3,849) | 36.32 |
| Outstanding December 31, 2025 | - | - |
| Exercisable December 31, 2024 | 4,154 | 37.76 |
| Exercisable December 31, 2025 | - | - |
TINY LTD.
Notes to the Consolidated Financial Statements
(Tabular amounts expressed in Canadian dollars, unless otherwise noted)
Years ended December 31, 2025 and 2024
(b) RSUs, DSUs, and PSUs
RSUs, DSUs, and PSUs within the Omnibus Plan can be settled in either shares, cash, or a combination of both, at the option of the Company. It is the Company's intent to settle the outstanding RSUs, DSUs, and PSUs in shares. RSUs and DSUs are classified as equity-settled and valued at the closing share price on the grant date. PSUs are classified as equity-settled. PSUs with non-market conditions are measured at fair value on the ten-day VWAP preceding each grant date. The forgoing summary is qualified by the full text of the Omnibus Plan.
A summary of the outstanding amounts and changes during the year are as follows:
| RSUs # | DSUs # | PSUs # | |
|---|---|---|---|
| Outstanding January 1, 2024 | 40,142 | 4,350 | 33,548 |
| Granted | 180,458 | – | – |
| Settled | (29,411) | – | (6,542) |
| Forfeited | (1,864) | – | (20,464) |
| Outstanding December 31, 2024 | 189,325 | 4,350 | 6,542 |
| Settled | (136,961) | – | (6,542) |
| Forfeited | (4,138) | – | – |
| Outstanding December 31, 2025 | 48,226 | 4,350 | – |
(c) Unvested shares
In January 2022, Tiny issued 825,547 options to purchase common shares with an exercise price of $0.00001 per share to employees which are subject to vesting over 120 months, calculated to commence in January 2021. In December 2022, the Company issued replacement awards whereby the employees early exercised all outstanding stock options into common shares, of which 165,174 were exercised into vested shares and 660,373 were exercised into Restricted stocks which are subject to vesting over 96 months, commencing on December 1, 2022. As at December 31, 2025, 11,720 of these vested shares remained outstanding. No additional awards were granted during the period.
| Unvested shares # | |
|---|---|
| Outstanding January 1, 2024 | 30,376 |
| Vested | (10,320) |
| Outstanding December 31, 2024 | 20,056 |
| Vested | (8,336) |
| Outstanding December 31, 2025 | 11,720 |
TINY LTD.
Notes to the Consolidated Financial Statements
(Tabular amounts expressed in Canadian dollars, unless otherwise noted)
Years ended December 31, 2025 and 2024
(d) Options of subsidiary entities
The Company's wholly-owned subsidiaries have stock option plans that are separate from the Omnibus Plan. These options vest until February 2028. To the extent that these options are exercised, the employees would own non-controlling interests in the underlying entities.
A summary of the outstanding amounts and changes during the year are as follows:
| Digital Services # | Creative Platform # | Total # | |
|---|---|---|---|
| Outstanding January 1, 2024 | 15,038 | 162,477 | 177,515 |
| Forfeited | – | (105,036) | (105,036) |
| Outstanding December 31, 2024 | 15,038 | 57,441 | 72,479 |
| Forfeited | – | (8,087) | (8,087) |
| Outstanding December 31, 2025 | 15,038 | 49,354 | 64,392 |
| Exercisable December 31, 2024 | 10,399 | 37,793 | 48,192 |
| Exercisable December 31, 2025 | 14,099 | 39,685 | 53,784 |
(e) Share-based compensation expense
Total expenses from share-based payment transactions recognized during the year are as follows:
| December 31, | |||
|---|---|---|---|
| 2025 | 2024 | ||
| Options including options of subsidiaries | $ | 226,646 | $ 488,765 |
| Unvested shares | 98,797 | 96,351 | |
| RSUs | 1,859,665 | 1,384,312 | |
| PSUs | – | 121,624 | |
| 2,185,108 | 2,091,052 |
16. Revenue and deferred revenue
The Company derives its revenue from the transfer of goods and services over time and at a point in time in the following segments, for the years ended December 31, 2025 and 2024:
| Digital Services $ | Creative Platform $ | Software and Apps $ | All Other Segments $ | Total $ | |
|---|---|---|---|---|---|
| Timing of revenue recognition: | |||||
| At a point in time | – | 33,169,721 | 47,047,814 | 588,064 | 80,805,599 |
| Over time | 77,044,406 | 7,452,500 | 30,799,865 | 7,651,432 | 122,948,203 |
| For the year ended December 31, 2025 | 77,044,406 | 40,622,221 | 77,847,679 | 8,239,496 | 203,753,802 |
| Digital Services $ | Creative Platform $ | Software and Apps $ | All Other Segments $ | Total $ | |
| Timing of revenue recognition: | |||||
| At a point in time | – | 40,029,592 | 21,049,421 | 523,474 | 61,602,487 |
| Over time | 81,501,303 | 11,211,999 | 33,532,324 | 6,384,240 | 132,629,866 |
| For the year ended December 31, 2024 | 81,501,303 | 51,241,591 | 54,581,745 | 6,907,714 | 194,232,353 |
The Company has no customers which individually account for more than 10% of its revenues for the years ended December 31, 2025 and 2024.
TINY LTD.
Notes to the Consolidated Financial Statements
(Tabular amounts expressed in Canadian dollars, unless otherwise noted)
Years ended December 31, 2025 and 2024
The following table shows how much revenue was recognized in the year and how much relates to performance obligations that were satisfied from deferred revenue:
| Digital Services $ | Creative Platform $ | Software and Apps $ | All Other Segments $ | Total $ | |
|---|---|---|---|---|---|
| Balance, January 1, 2024 | 3,629,823 | 3,667,676 | 3,820,270 | 258,706 | 11,376,475 |
| Acquired at fair value (Note 4) | – | – | – | 644,654 | 644,654 |
| Prior year liability recognized as revenue during the period | (3,629,823) | (3,667,676) | (3,820,270) | (258,706) | (11,376,475) |
| Net additions | 4,442,445 | 3,839,843 | 3,395,630 | 996,167 | 12,674,085 |
| Foreign exchange | – | 40,179 | 323,468 | (2,622) | 361,025 |
| Balance December 31, 2024 | 4,442,445 | 3,880,022 | 3,719,098 | 1,638,199 | 13,679,764 |
| Prior year liability recognized as revenue during the period | (4,442,445) | (3,880,022) | (3,719,098) | (1,638,199) | (13,679,764) |
| Net additions | 2,339,432 | 3,719,267 | 3,074,039 | 1,735,693 | 10,868,431 |
| Foreign exchange | – | (72,376) | (161,013) | (31,558) | (264,947) |
| Balance December 31, 2025 | 2,339,432 | 3,646,891 | 2,913,026 | 1,704,135 | 10,603,484 |
17. Other income/(expenses)
| 2025 | December 31, 2024 | |
|---|---|---|
| License income | $ 8,240,943 | – |
| Loss on disposal of capital assets | (998,074) | (153,303) |
| Interest Income | 592,468 | 641,236 |
| Miscellaneous income | 634,199 | 441,616 |
| 8,469,536 | 929,549 |
18. Related party transactions
Related party transactions are conducted in the normal course of operations and have been valued in these financial statements at the exchange amount, which is the amount of consideration established and agreed to by the related parties.
During the years ended December 31, 2025 and 2024, there were transactions with companies whose partners or senior officers are Directors of the Company or related to Directors of the Company. These counterparties are:
- A firm, controlled by Chris Sparling, the Vice Chair of the Board (Co-Chief Executive Officer until end of May 2024), that provides consulting services.
- A firm, controlled by Andrew Wilkinson, the Chair of the Board (Co-Chief Executive Officer until end of May 2024), that provides administrative and other support services. This was an election by Mr. Wilkinson to have a portion of his salary paid as a consulting fee; and
- A firm, whose controlling partner is Shane Parrish, a former Director of the Company, that provides marketing and advertising services. Effective February 14, 2024, this agreement was terminated to avoid any conflict of interest, with final payments concluded on June 30, 2024.
(a) Related party revenues
| 2025 | 2024 | |
|---|---|---|
| Management fees: | ||
| Equity-accounted investees | $ 522,500 | $ 423,448 |
TINY LTD.
Notes to the Consolidated Financial Statements
(Tabular amounts expressed in Canadian dollars, unless otherwise noted)
Years ended December 31, 2025 and 2024
(b) Related party expenses
| 2025 | 2024 | |
|---|---|---|
| Professional/consulting fees: | ||
| Equity-accounted investees | $ 228,679 | $ 126,771 |
| Marketing fees: | ||
| Equity-accounted investees | 1,057 | 363,122 |
(c) Due from equity-accounted investees
| 2025 | 2024 | |
|---|---|---|
| Due from equity-accounted investees | ||
| Beginning of the year | $ 3,618,393 | $ 1,714,624 |
| Loans advanced | 1,086,079 | 2,422,885 |
| Loan repayments received | (414,913) | (760,042) |
| Foreign exchange | (120,374) | 150,492 |
| Interest charged | 156,684 | 90,434 |
| Reclassification to investment in unlisted equity securities | (838,204) | – |
| Promissory note write-off | (1,491,690) | – |
| End of the year | 1,995,975 | 3,618,393 |
| Less: Current portion | (196,626) | (474,513) |
| 1,799,349 | 3,143,880 |
As at December 31, 2025, the Company had a total of $1,799,349 in promissory notes outstanding from two equity-accounted investees. The detailed breakdown of the outstanding promissory notes is as follows:
-
Three promissory notes totaling $1,799,349 (2024: $3,143,880) and each note is comprised of:
-
Note #1: $nil (2024: $1,480,762) is an unsecured note and bears interest at a rate of 3.70% per annum with a maturity date of March 20, 2026. As at December 31, 2025, management has assessed the collectability of the upcoming amount and has deemed it not collectible. This amount has been recorded in Bad Debts within the Consolidated Statements of Net Loss and Comprehensive Loss;
- Note #2: $1,451,481 (2024: $1,476,209) is an unsecured note and bears interest at a rate of 3.98% per annum with a maturity date of February 5, 2027; and
-
Note #3: $347,868 (2024: $186,909) is an unsecured note and bears interest at a rate of 3.98% per annum with a maturity date of October 25, 2027.
-
Two promissory notes of $nil (2024: $253,506) and each note is comprised of:
-
Note #1: $nil (2024: $253,506) is an unsecured demand note and bears interest at a rate of 8.00% per annum. During the year, this promissory note was converted and reclassified to investment in unlisted equity securities of $273,452; and
- Note #2: $nil (2024: $nil) is an unsecured demand note and bears interest at a rate of 8.00% per annum. During the year, this promissory note was converted and reclassified to investment in unlisted equity securities of $328,549.
All other amounts are unsecured and non-interest bearing with no repayment terms.
39
TINY LTD.
Notes to the Consolidated Financial Statements
(Tabular amounts expressed in Canadian dollars, unless otherwise noted)
Years ended December 31, 2025 and 2024
(d) Due to equity-accounted investees
| 2025 | 2024 | |
|---|---|---|
| Due to equity-accounted investees | $ 8,530 | $ 13,829 |
The balances due to equity-accounted investees are unsecured and non-interest bearing with no specific terms of repayment.
On February 5, 2024, the Company sold 89% of its investment in an equity-accounted investee as part of a share repurchase agreement for a purchase price of $1,377,078 (USD$1,018,022). Of this amount, $497,823 (USD$368,022) was in cash, which was received, and the remainder eliminates the Company's outstanding obligation due to related parties to the equity-accounted investee for the Company's initial investment in its shares.
(e) Compensation of key management personnel
The Company's key management personnel have authority and responsibility for overseeing, planning, directing and controlling the activities of the Company and consists of the Board, the Company's Chief Financial Officer and the Company's Chief Executive Officer. Key management compensation was comprised of:
| 2025 | 2024 | |
|---|---|---|
| Salaries and consulting fees | $ 4,064,275 | $ 2,871,202 |
| Share-based compensation | 562,774 | 361,896 |
- Income taxes
Income tax expenses/(recovery) includes the following components:
| 2025 | 2024 | |
|---|---|---|
| Current tax expense | ||
| Current income tax expense | $ 5,674,838 | $ 6,234,884 |
| Adjustments for prior periods | 1,835,791 | 1,650,336 |
| 7,510,629 | 7,885,220 | |
| Deferred tax expense/(recovery) | ||
| Origination and reversal of temporal differences | (9,745,874) | (7,473,561) |
| Adjustments for prior periods | 503,763 | (2,455,122) |
| (9,242,111) | (9,928,683) | |
| (1,731,482) | (2,043,463) |
The difference between tax expense for the year and the expected income taxes based on the statutory rate arises as follows:
| 2025 | 2024 | |
|---|---|---|
| Loss before taxes | $ (35,525,284) | $ (49,602,962) |
| Statutory tax rates | 27% | 27% |
| Tax expense based on the statutory tax rates | (9,591,827) | (13,392,800) |
| Items not (taxable)/deductible for taxes | (108,686) | 3,283,978 |
| Differences between Canadian and foreign tax rates | 26,412 | 737,009 |
| Difference in Canadian tax rates | (879,359) | 291,337 |
| Goodwill impairment | 9,427,224 | - |
| Adjustments for prior periods | 2,344,742 | (804,415) |
| Impact of investment tax credits | (1,117,027) | (433,850) |
| Changes in tax benefits not recognized | (1,832,961) | 8,275,278 |
| Total income tax recovery | (1,731,482) | (2,043,463) |
TINY LTD.
Notes to the Consolidated Financial Statements
(Tabular amounts expressed in Canadian dollars, unless otherwise noted)
Years ended December 31, 2025 and 2024
The Company recognizes tax benefits on losses or other deductible amounts where the probable criteria for the recognition of deferred tax assets has been met. The Company's net deferred tax liabilities are as follows:
| 2025 | 2024 | |
|---|---|---|
| Capital assets and right-of-use assets | $ (876,165) | $ (86,690) |
| Intangible assets | (21,776,207) | (3,136,310) |
| Contingent asset | (110,839) | (110,839) |
| Lease receivable | (7,762) | (37,362) |
| Lease liabilities | 981,385 | 72,530 |
| Prepaid and accrued expenses | 1,428,692 | 874,873 |
| Investments | – | (440,467) |
| Withholding taxes on profits | (63,317) | (19,957) |
| Forward contracts and promissory note payable | 46,711 | – |
| Foreign exchange | 757 | 30,930 |
| Deferred income | (53,623) | (49,754) |
| Taxation of investment tax credits | (65,109) | (71,323) |
| Tax credits carried forward and research deductions | 91,053 | 99,462 |
| Tax losses | 1,911,798 | 795,167 |
| Debt | (1,935,389) | – |
| Financing costs | 1,259,905 | 678,049 |
| Net deferred tax liabilities | (19,168,110) | (1,401,691) |
| 2025 | 2024 | |
| Deferred tax asset | $ 10,114,548 | $ 4,708,306 |
| Deferred tax liability | (29,282,658) | (6,109,997) |
| (19,168,110) | (1,401,691) |
The Company has the following unrecognized deferred income tax assets:
| 2025 | 2024 | |
|---|---|---|
| Intangible assets and goodwill | $ 2,386,579 | $ 2,293,596 |
| Tax losses | 6,823,502 | 8,227,006 |
| Other | 109,423 | 517,635 |
| 9,319,504 | 11,038,237 |
The non-capital losses carried forward expire between 2043 and 2045.
(a) Scientific Research and Experimental Development ("SR&ED") investment tax credits
All investment tax credits received by the Company relate to SR&ED expenditures. Current year SR&ED credits are recorded in the provision for income taxes. For the year ended December 31, 2025, SR&ED credits of $1,230,133 (December 31, 2024: $648,563) are recorded in the provision for income taxes.
41
TINY LTD.
Notes to the Consolidated Financial Statements
(Tabular amounts expressed in Canadian dollars, unless otherwise noted)
Years ended December 31, 2025 and 2024
20. Loss per share
Loss per share has been calculated as follows:
| 2025 | 2024 | |
|---|---|---|
| Net loss attributable to parent's interest | $ (33,878,751) | $ (48,677,428) |
| Weighted average number of shares outstanding | 27,234,512 | 22,995,154 |
| Weighted average number of shares outstanding including potentially dilutive shares | 27,234,512 | 22,995,154 |
| Basic loss per share | $ (1.24) | $ (2.12) |
| Diluted loss per share | $ (1.24) | $ (2.12) |
The outstanding number and type of securities that are anti-dilutive during the year are as follows:
| | 2025
| 2024
|
| --- | --- | --- |
| Basic | 27,234,512 | 22,995,154 |
| RSUs | 48,226 | 189,325 |
| Unvested shares | 11,720 | 20,056 |
| Warrants | 1,087,500 | – |
| Convertible debentures | 3,008,333 | – |
| Diluted | 31,390,291 | 23,204,535 |
21. Supplemental cash flow information
Changes in non-cash operating working capital items are as follows:
| 2025 | 2024 | |
|---|---|---|
| Decrease/(increase) in: | ||
| Trade and other receivables | $ 2,108,671 | $ 2,716,948 |
| Prepaid expenses | (734) | 18,772 |
| Due to/from equity-accounted investees | 1,494,490 | (139,597) |
| Other assets | (236,083) | (59,029) |
| Trade and other payables | (768,528) | (2,789,610) |
| Deferred revenue | (2,967,057) | 1,781,427 |
| (369,241) | 1,528,911 |
Supplemental disclosure of non-cash financing activities:
| 2025 | 2024 | |
|---|---|---|
| ROU asset and lease liabilities recognized | $ 3,948,301 | $ – |
| Issuance of shares on acquisition of subsidiary | 25,249,433 | – |
| Conversion of promissory note to investment in unlisted equity securities | 838,204 | – |
| Sale of equity-accounted investee | – | (1,181,755) |
22. Segment information
(a) Reportable segments
| December 31, 2025 | Digital Services $ | Creative Platform $ | Software and Apps $ | Other $ | Total $ |
|---|---|---|---|---|---|
| Revenue | 77,044,406 | 40,622,221 | 77,847,679 | 8,239,496 | 203,753,802 |
| Earnings/(loss) from operations | 20,344,111 | (2,623,415) | (11,867,156) | (19,746,716) | (13,893,176) |
| Net income/(loss) | 14,356,613 | (2,371,090) | (44,976,105) | (803,220) | (33,793,802) |
TINY LTD.
Notes to the Consolidated Financial Statements
(Tabular amounts expressed in Canadian dollars, unless otherwise noted)
Years ended December 31, 2025 and 2024
| December 31, 2024 | Digital Services $ | Creative Platform $ | Software and Apps $ | Other $ | Total $ |
|---|---|---|---|---|---|
| Revenue | 81,501,303 | 51,241,591 | 54,581,745 | 6,907,714 | 194,232,353 |
| Earnings/(loss) from operations | 12,050,747 | 1,420,654 | (14,230,811) | (15,017,812) | (15,777,222) |
| Net income/(loss) | 1,064,756 | 2,487,118 | (33,154,153) | (17,957,220) | (47,559,499) |
Assets and liabilities are attributed as follows. Corporate assets and liabilities, including investments in equity-accounted investees, which cannot be attributed between various segments, have not been allocated between segments:
| At December 31, 2025 | Digital Services $ | Creative Platform $ | Software and Apps $ | Other $ | Total $ |
|---|---|---|---|---|---|
| Total assets | 25,219,754 | 43,461,725 | 335,018,494 | 61,280,356 | 464,980,329 |
| Total liabilities | 62,011,590 | 18,166,719 | 61,684,948 | 97,146,173 | 239,009,430 |
| At December 31, 2024 | Digital Services $ | Creative Platform $ | Software and Apps $ | Other $ | Total $ |
| --- | --- | --- | --- | --- | --- |
| Total assets | 30,484,863 | 52,560,485 | 204,375,173 | 63,109,277 | 350,529,798 |
| Total liabilities | 75,916,084 | 18,723,156 | 63,356,577 | 10,463,433 | 168,459,250 |
(b) Geographic information
For geographical reporting, revenues are attributed to the geographic location in which the customer is located:
| 2025 | 2024 | |
|---|---|---|
| Canada | $ 6,901,238 | $ 8,309,902 |
| United States | 135,517,126 | 132,133,263 |
| Asia | 19,323,582 | 14,881,913 |
| Europe | 24,937,139 | 23,649,638 |
| Australasia | 6,522,228 | 7,008,478 |
| Other | 10,552,489 | 8,249,159 |
| 203,753,802 | 194,232,353 |
23. Contingencies and commitments
Due to the size, complexity, and nature of the Company's operations, various legal, tax, environmental, and regulatory matters are outstanding from time to time. By their nature, contingencies will only be resolved when one or more future events occur or fail to occur. The Company accrues for such items when a liability is both probable and the amount can be reasonably estimated. In the opinion of management, based on the information currently available, these matters will not have a material adverse effect on the financial statements of the Company.
Contingent consideration
Total contingent consideration payable is comprised of:
- $nil (December 31, 2024: $860,566) relating to the acquisition of Clean Canvas.
WeCommerce acquired Clean Canvas on September 6, 2023. On July 2, 2025, the Company paid $546,152 (USD$400,000), in cash, for exceeding the minimum EBITDA targets during the 18 months following the closing date. No further amounts are owing in relation to the purchase of Clean Canvas.
- $21,559,969 (December 31, 2024: $nil) relating to the Serato Acquisition.
TINY LTD.
Notes to the Consolidated Financial Statements
(Tabular amounts expressed in Canadian dollars, unless otherwise noted)
Years ended December 31, 2025 and 2024
Tiny Ltd. completed the Serato Acquisition on May 12, 2025. The contingent consideration is to be paid if Serato achieves required Adjusted EBITDA and revenue targets during the 12 months following the one-year anniversary of closing date and ending on the two-year anniversary of the closing date. The contingent consideration is to be settled through cash for the first $20,997,000 (USD$15,000,000). Any additional contingent consideration is to be paid through cash and up to 625,000 of the Company's common shares, at the Company's discretion, based on a volume weighted average value or volume weighted average price.
Amounts are included in contingent consideration until they are settled.
Liabilities for contingent consideration related to business acquisitions are recorded at fair value on acquisition and are adjusted quarterly for changes in fair value. Changes in fair value of contingent consideration liabilities can result from changes in anticipated milestone payment and changes in assumed discount periods and rates. These inputs are unobservable in the market and therefore, categorized as Level 3 inputs.
The fair value of the contingent consideration was estimated by calculating the present value of the future expected cash flows. The following table presents the changes in the fair value of the Company's liability for contingent consideration:
| Balance on January 1, 2024 | $ 1,200,473 |
|---|---|
| Payment of contingent consideration | (659,433) |
| Sale of subsidiary (Note 4) | (595,776) |
| Adjustment to fair value | 871,607 |
| Foreign exchange | 104,815 |
| Balance on December 31, 2024 | 921,686 |
| Acquired through business combination (Note 4) | 16,858,712 |
| Payment of contingent consideration | (607,272) |
| Adjustment to fair value | 5,085,017 |
| Foreign exchange | (698,174) |
| Balance on December 31, 2025 | 21,559,969 |
Capital commitment
Digital Services has a partnership interest held in MetaLab Ventures Fund I (Canada) LP. Digital Services has committed to fund $2,741,200 (USD$2,000,000) to the fund which has a total size of $19,462,520 (USD$14,200,000). During the year, the Company paid for total capital call commitments of $701,265 (USD$500,000) (December 31, 2024: $992,110 (USD$680,000)). As at December 31, 2025, Digital Services had a remaining capital commitment of $233,002 (USD$170,000) that had not yet been called (December 31, 2024: USD$670,000).
Indemnifications in contracts
The Company has entered agreements with third parties that include indemnification provisions that are customary in the industry. These indemnification provisions generally require the Company to compensate the other party for certain damages and costs incurred as a result of third-party claims or damages arising from these transactions. The maximum amount of potential future indemnification is unlimited; however, the Company currently holds commercial and product liability insurance. This insurance limits the Company's exposure and may enable it to recover a portion of any future amounts paid. Historically, the Company has not made any indemnification payments under such agreements and the Company believes that the fair value of these indemnification obligations is minimal. Accordingly, the Company has not recognized any liabilities relating to these obligations for any period presented.
44
TINY LTD.
Notes to the Consolidated Financial Statements
(Tabular amounts expressed in Canadian dollars, unless otherwise noted)
Years ended December 31, 2025 and 2024
24. Financial instruments
(a) Classification and measurement
The following table summarizes information regarding the classification and carrying values of the Company's financial instruments:
| Amortized cost $ | Fair value through profit or loss $ | December 31, 2025 $ | |
|---|---|---|---|
| Financial Assets | |||
| Cash and cash equivalents | 29,252,259 | – | 29,252,259 |
| Trade and other receivables | 14,885,918 | – | 14,885,918 |
| Due from related parties | 1,995,975 | – | 1,995,975 |
| Lease receivables | 28,749 | – | 28,749 |
| Derivatives | – | 1,889,544 | 1,889,544 |
| Investments in unlisted equity securities(1) | – | 7,336,846 | 7,336,846 |
| Financial Liabilities | |||
| Trade and other payables | 29,132,939 | – | 29,132,939 |
| Due to related parties | 8,530 | – | 8,530 |
| Lease liabilities | 3,506,769 | – | 3,506,769 |
| Debt | 98,714,389 | – | 98,714,389 |
| Derivatives | – | 288,159 | 288,159 |
| Redemption liability | – | 13,034,279 | 13,034,279 |
| Contingent consideration payable | – | 21,559,969 | 21,559,969 |
| Convertible debentures | 28,113,643 | – | 28,113,643 |
- Included in Investments on the Consolidated Statements of Financial Position
| Amortized cost $ | Fair value through profit or loss $ | December 31, 2024 $ | |
|---|---|---|---|
| Financial Assets | |||
| Cash and cash equivalents | 22,862,394 | – | 22,862,394 |
| Trade and other receivables | 14,059,004 | – | 14,059,004 |
| Due from related parties | 3,618,393 | – | 3,618,393 |
| Lease receivables | 138,377 | – | 138,377 |
| Derivatives | – | 683,639 | 683,639 |
| Investments in unlisted equity securities(1) | – | 3,360,335 | 3,360,335 |
| Financial Liabilities | |||
| Trade and other payables | 24,518,897 | – | 24,518,897 |
| Due to related parties | 13,829 | – | 13,829 |
| Lease liabilities | 268,631 | – | 268,631 |
| Debt | 116,936,915 | – | 116,936,915 |
| Derivatives | – | 19,784 | 19,784 |
| Contingent consideration payable | – | 921,686 | 921,686 |
- Included in Investments on the Consolidated Statements of Financial Position
(b) Fair value
Fair value measurements of financial instruments are required to be classified using a fair value hierarchy that reflects the significance of inputs in making the measurements. The levels of the fair value hierarchy are defined as follows:
- Level 1 - Quoted prices (unadjusted) in active markets for identical assets or liabilities.
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TINY LTD.
Notes to the Consolidated Financial Statements
(Tabular amounts expressed in Canadian dollars, unless otherwise noted)
Years ended December 31, 2025 and 2024
- Level 2 - Inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either directly or indirectly.
- Level 3 - Inputs for the asset or liability that are not based on observable market data.
Cash and cash equivalents, trade and other receivables, trade and other payables, due to/ from equity-accounted investees, and lease liabilities are carried at amortized cost, which carrying values approximate their fair values due to the relatively short-term maturity of these financial instruments. The carrying value of debt is initially recognized at fair value and subsequently measured at amortized cost using the effective interest rate method.
The Company evaluates the fair value of its unlisted equity investments in privately held companies relative to periodic third-party valuations over the private companies, financial reporting, estimated value in an exchange with a third party and, where applicable, indications of impairment.
The fair values of the Company's interest rate swaps are categorized as Level 2 fair value measurements. The fair value of interest rate swaps is determined using a discounted cash flow model, whereby the fair value is calculated as the present value of estimated future cash flows. Future cash flows are estimated based on the difference between fixed and floating interest payments, with floating rates derived from observable market inputs including forward interest rate curves, quoted swap rates, futures prices, and interbank borrowing rates. The estimated cash flows are discounted using yield curves constructed from observable market data. The fair value measurement also incorporates a credit risk adjustment reflecting the credit risk of both the Company and the counterparty, based on observable credit spreads.
The fair value of the derivative asset resulting from the redemption feature in the convertible debentures is estimated as the difference between the fair value of the convertible debt with and without the redemption feature, each determined using a pricing model. The value of the derivative asset is based on market yield on interest rates, volatility and likelihood of achieving certain transactional triggers, which is an unobservable input. As a result, this is categorized as a Level 3 fair value measurement. As of December 31, 2025, an expected volatility of 35% has been used in the valuation.
The fair values of contingent consideration payable are measured based on management's forecast of operating results of the relevant acquired subsidiaries (e.g. revenue and adjusted EBITDA) and estimated discount rates (December 31, 2025 - 12.3%). When applicable, the Company applies the Black-Scholes pricing model to determine the fair value. Accordingly, the valuations involve the use of unobservable inputs and is categorized as Level 3 fair value measurements. Changes in the fair value of contingent consideration payable can result from changes in anticipated milestone payments and changes in assumed discount periods and rates. Contingent consideration payable is remeasured at fair value each reporting period with the gain or loss being recognized through the Consolidated Statements of Net Loss and Comprehensive Loss (Note 23).
The fair value of redemption liability resulting from the puttable non-controlling interest is calculated based on the enterprise value of the related subsidiary using a level based on management's forecast of operating results and revenue growth using a multiplier which is then applied to an agreed upon formula. Accordingly, the valuation involves the use of unobservable inputs and is categorized as a Level 3 fair value measurement. As of December 31, 2025, Compounded Annual Growth Rate (CAGR) in the range of 8.47% to 8.95% and multiplier in the range of 9.4 to 9.7 times have been used in the valuation. Redemption liabilities are remeasured at fair value each reporting period with the gain or loss being recognized in the Consolidated Statements of Net Loss and Comprehensive Loss.
46
TINY LTD.
Notes to the Consolidated Financial Statements
(Tabular amounts expressed in Canadian dollars, unless otherwise noted)
Years ended December 31, 2025 and 2024
There were no transfers between levels of the fair value hierarchy in the years ended December 31, 2025 and 2024.
For the fair value of derivate asset resulting from the redemption feature in the convertible debentures, contingent consideration and redemption liability, reasonably possible changes at the reporting date to one of the significant unobservable inputs, holding other inputs constant would have the following effects.
| Consolidated Statements of Net Loss and Comprehensive Loss | ||
|---|---|---|
| Increase | Decrease | |
| Redemption feature in convertible debentures | ||
| Change in volatility (10% movement) | 524,541 | (524,541) |
| Contingent consideration | ||
| Change in discount rate (1% movement) | 215,600 | (215,600) |
| Redemption liability | ||
| Change in CAGR (1% movement) | 130,343 | (130,343) |
(i) Credit risk
Credit risk is the risk of potential loss to the Company if the counterparty to a financial instrument fails to meet its contractual obligations. The Company's credit risk is primarily attributable to its liquid financial assets, including cash and cash equivalents, trade and other receivables, and receivables from equity-accounted investees. The Company limits exposure to credit risk on liquid financial assets through maintaining its cash and cash equivalents with high-credit quality financial institutions. The Company considers the risk of financial loss on cash and cash equivalents to be remote.
The Company reduces credit risk with respect to trade receivables by regularly assessing the credit risk associated with these accounts and closely monitoring any overdue balances. In the opinion of management, concentration risk exposure to the Company is low.
(ii) Interest risk
Interest rate risk is the risk that the fair value or future cash flows of a financial instrument will fluctuate because of changes in market interest rates.
The Company is exposed to cash flow interest rate risk on two variable-rate loans. This exposure is mitigated by interest rate swap derivatives, which are in place to hedge variability in cash flows arising from changes in interest rates. As a result, the Company's net exposure to interest rate risk is limited. In respect of the Bank of Nova Scotia Revolving Term Credit Facility, which had an outstanding balance of $2,923,195 as at December 31, 2025, a 1% increase or decrease in variable prime rate would not have a material impact on the Company's net income.
(iii) Liquidity risk
Liquidity risk is the risk that the Company will not be able to meet its financial obligations as they fall due. The Company's objective in managing liquidity risk is to ensure that it has sufficient liquidity available to meet its liabilities when due. The Company manages liquidity risk through the management of its capital structure in conjunction with cash flow forecasting including anticipated investing and financing activities.
The tables below categorize the Company's financial liabilities into relevant maturity groupings based on the remaining periods at the consolidated statement of financial position dates to the contractual maturity dates. Contingent consideration payable is to be settled through a combination of share issuance and cash as distinguished by its total contractual cash flows. All other financial liabilities are settled in cash.
47
TINY LTD.
Notes to the Consolidated Financial Statements
(Tabular amounts expressed in Canadian dollars, unless otherwise noted)
Years ended December 31, 2025 and 2024
| December 31, 2025 | 1 year or less $ | Between 1 and 5 years $ | Over 5 years $ | Total contractual cash flows $ | Carrying amount $ |
|---|---|---|---|---|---|
| Trade and other payables | 29,132,939 | – | – | 29,132,939 | 29,132,939 |
| Income tax payable | 4,764,611 | – | – | 4,764,611 | 4,764,611 |
| Debt(1) | 8,650,082 | 90,064,307 | – | 98,714,389 | 98,714,389 |
| Contingent consideration payable(2) | – | 21,559,969 | – | 21,559,969 | 21,559,969 |
| Due to related parties | 8,530 | – | – | 8,530 | 8,530 |
| Redemption liability | – | 13,034,279 | – | 13,034,279 | 13,034,279 |
| Convertible debentures | – | 28,113,643 | – | 28,113,643 | 28,113,643 |
| Lease liabilities | 649,011 | 2,857,758 | – | 3,506,769 | 3,506,769 |
| 43,205,173 | 155,629,956 | – | 198,835,129 | 198,835,129 |
- Interest charges are excluded from the amounts presented above.
- A portion of the contingent consideration payable can be settled through cash and the issuance of shares, at the discretion of the Company.
| December 31, 2024 | 1 year or less $ | Between 1 and 5 years $ | Over 5 years $ | Total contractual cash flows $ | Carrying amount $ |
|---|---|---|---|---|---|
| Trade and other payables | 24,518,897 | – | – | 24,518,897 | 24,518,897 |
| Income tax payable | 5,989,747 | – | – | 5,989,747 | 5,989,747 |
| Debt(1) | 16,161,159 | 100,775,756 | – | 116,936,915 | 116,936,915 |
| Contingent consideration payable(2) | 61,120 | – | – | 61,120 | 921,686 |
| Due to related parties | 13,829 | – | – | 13,829 | 13,829 |
| Lease liabilities | 220,226 | 48,405 | – | 268,631 | 268,631 |
| 46,964,978 | 100,824,161 | – | 147,789,139 | 148,649,705 |
- Interest charges are excluded from the amounts presented above.
- A portion of the contingent consideration payable can be settled through cash and the issuance of shares, at the discretion of the Company.
(iv) Currency risk
Currency risk is the risk that the fair value or future cash flows of a financial instrument will fluctuate because of changes in foreign exchange rates against the functional currency. The Company operates in Canada, the United States, the United Kingdom, Singapore, Spain and New Zealand and is therefore exposed to foreign exchange risk arising from transactions denominated in foreign currencies. The operating results and the financial position of the Company are reported in Canadian dollars ("CAD"). The parent entity and its subsidiaries are exposed to foreign currency risk from financial assets and liabilities denominated in a currency other than the applicable entity's functional currency.
The Company is exposed to foreign currency risk through the following foreign currency denominated financial assets and liabilities, expressed in CAD:
| December 31, 2025 | December 31, 2024 | |
|---|---|---|
| Cash | $ 28,465,647 | $ 21,001,036 |
| Trade and other receivables | 13,087,833 | 12,818,752 |
| Trade and other payables | 18,533,155 | 14,550,897 |
| Due from related party | 1,867,468 | 3,246,976 |
| Debt | 95,924,093 | 114,137,116 |
| Total exposure | 157,878,196 | 165,754,777 |
A change in the closing exchange rate of each functional currency will cause a change in net income. When applying a sensitivity analysis of 1% strengthening of the currencies with which the Company has exposure to, only the USD produces a material difference. If the USD strengthened
TINY LTD.
Notes to the Consolidated Financial Statements
(Tabular amounts expressed in Canadian dollars, unless otherwise noted)
Years ended December 31, 2025 and 2024
by 1%, then there would be a corresponding decrease of CA $819,120 to net loss. This is primarily driven by debt and trade payables, which are offset by cash and trade receivables.
(c) Derivative financial instruments
(i) Interest rate swap derivatives
The Company has entered into interest rate swap contracts to manage risk on its debt. The Company does not designate its interest rate swap contracts as hedging instruments.
In 2022, the Company entered into an interest rate swap related to its revolving debt facility through April 27, 2027. The Company recognized a fair value derivative liability of $250,576 at December 31, 2025 (December 31, 2024: $683,639 derivative asset). Changes in the fair value during the period was recorded in fair value adjustment to financial instruments.
As part of the Share Transaction the Company acquired two interest rate swap contracts exchanging variable interest for fixed interest on the term credit facility of USD$35,000,000 through April 6, 2026 for $326,349. The fixed interest blended rate was 4.25% + credit spread of 3.50% totaling 7.75%. The Company recognized a fair value derivative liability of $37,583 at December 31, 2025 (December 31, 2024: $19,784 derivative liability). Changes in the fair value during the year was recorded in fair value adjustment to financial instruments.
(d) Capital management
The Company's objective when managing its capital structure is to maintain a strong financial position and to provide returns with sufficient liquidity to undertake further growth for the benefit of its shareholders. The Company defines capital as the aggregate of its share capital and debt.
The calculation of the Company's capital is summarized below:
| December 31, 2025 | December 31, 2024 | |
|---|---|---|
| Debt | $ 98,714,389 | $ 116,936,915 |
| Convertible debentures | 28,113,643 | – |
| Share capital | 227,486,957 | 183,443,922 |
| Total exposure | 354,314,989 | 300,380,837 |
The Company sets the amount of capital in proportion to risk. The Company manages the capital structure and adjusts it in light of changes in economic conditions and the risk characteristics of the underlying assets. In order to maintain or adjust the capital structure, the Company may adjust the amount of dividends paid to shareholders, or change staffing levels to mitigate future liabilities.
The Company's credit facilities include certain reporting requirements covering, among other things, annual financial statements and forecasts.
25. Subsequent events
On February 5, 2026, the Company commenced an issuer bid (the "Offer") to purchase for cancellation up to all of the Convertible Debentures from the holders thereof in exchange for consideration comprising of cash and newly issued common share purchase warrants. Closing of the Offer is conditional upon, among other things, the closing of an offering of US$110,000,000 of fixed rate senior secured bonds due five-years from the date of issuance.
49